<PAGE>
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ECOLAB INC.
(Exact name of registrant as specified in its charter)
Delaware 41-0231510
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Ecolab Center, St. Paul, Minnesota 55102
(Address of Principal Executive Offices) (Zip Code)
ECOLAB INC. 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
William R. Rosengren, Esq.
Senior Vice President-Law and General Counsel
Ecolab Inc.
Ecolab Center
St. Paul, Minnesota 55102
(Name and address of agent for service)
(612) 293-2396
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
=================================================================
Proposed Proposed
Title of maximum maximum
Securities Amount offering aggregate Amount of
to be to be price offering registration
registerred registered(1) per share price fee
-----------------------------------------------------------------
Common Stock 200,000 $23.1875(3) $4,637,500(3) $1,599.15
par value shares
$1.00 per
share (2)
=================================================================
(1) In addition, pursuant to Rule 416(a) under the Securities
Act of 1933, as amended, this Registration Statement also
covers an indeterminate number of additional shares as may be
issuable as a result of anti- dilution provisions pursuant to the
Plan described herein.
(2) Each share of Common Stock includes one-fourth share of a
preferred stock purchase right.
(3) Estimated solely for the purpose of calculating the amount
of the registration fee on the basis of the average between
the high and low reported sale prices of the Registrant's
Common Stock as reported on the New York Stock Exchange
Composite Tape on May 12, 1995 pursuant to paragraphs (c) and
(h)(1) of Rule 457 of the Securities Act of 1933, as amended.
===============================================================<PAGE>
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and
Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement: (1) the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1994;
(2) the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995; (3) all other reports filed by the
Registrant pursuant to Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1994; and (4) the description of the Registrant's
Common Stock, Preferred Stock and Rights contained in its
Registration Statement on Form 8-A filed with the Commission
under Section 12 of the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act after the date of this Registration Statement and prior to
the filing of a post-effective amendment which indicates that all
shares of Common Stock offered pursuant to this Registration
Statement have been sold or which deregisters all shares of
Common Stock then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements and related
supplemental financial statement schedules of the Registrant,
which are included or incorporated by reference in the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994, and incorporated herein by reference, have
been audited by Coopers & Lybrand L.L.P., independent
accountants. Such financial statements and financial statement
schedules are incorporated herein by reference in reliance upon
the reports of Coopers & Lybrand L.L.P. given upon the authority
of that firm as experts in accounting and auditing. To the
extent that Coopers & Lybrand L.L.P. audits and reports on future
financial statements of the Registrant, and signs future consents
to the use of their reports thereon, such future financial
statements also will be incorporated by reference in this
Registration Statement in reliance upon their future reports and
upon their authority as experts in accounting and auditing.
With respect to unaudited interim financial information
incorporated by reference in this Registration Statement, the
independent accountants have reported that they have applied
limited procedures in accordance with professional standards for
reviews of such information. However, their
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separate reports included and incorporated by reference herein
state that they did not audit and they do not express an opinion
on that interim financial information. Accordingly, the degree
of reliance on their reports on such information should be
restricted in light of the limited nature of the review
procedures applied. The accountants are not subject to the
liability provisions of Section 11 of the Securities Act of 1933
(the "Securities Act") for their reports on the unaudited interim
financial information because each such report is not a "report"
or a "part" of the Registration Statement prepared or certified
by the accountants within the meaning of Sections 7 and 11 of the
Securities Act.
In addition, the combined financial statements and financial
statement schedules of the Henkel-Ecolab Joint Venture, which are
included in the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1994, and incorporated herein by
reference, have been audited by KPMG Deutsche Treuhand-
Gesellschaft Aktiengesellschaft, independent accountants. Such
combined financial statements and financial statement schedules
are incorporated herein by reference in reliance upon the reports
of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft given
upon authority of that firm as experts in accounting and
auditing. To the extent that KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft audits and reports on future financial
statements of the Henkel-Ecolab Joint Venture, and signs future
consents to the use of their reports thereon, such future
financial statements also will be incorporated by reference in
this Registration Statement in reliance upon their future reports
and upon their authority as experts in accounting and auditing.
Item 6. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the General Corporation Law
of Delaware ("DGCL") empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation), by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation or enterprise,
against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding
if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests
of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's
conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to
indemnify any person who was or is a party or threatened to be
made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that such person acted in any
of the capacities set forth above, against expenses actually and
reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted under
similar standards, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person
shall have been adjudged
to be liable to the corporation unless and only to the extent
that the
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Court of Chancery or the court in which such action or suit was
brought shall determine that, despite the adjudication of
liability, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
Section 145 further provides that, to the extent a director
or officer of a corporation has been successful in the defense of
any action, suit or proceeding referred to in subsections (a) and
(b) or in the defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred in connection therewith;
that indemnification provided for by Section 145 shall not be deemed
exclusive of any other rights to which the indemnified party may be
entitled; and that the scope of indemnification extends to directors,
officers, employees or agents of a constituent corporation absorbed
in a consolidation or merger and persons serving in that capacity at
the request of the constituent corporation for another. Section
145 also empowers the corporation to purchase and maintain
insurance on behalf of a director or officer of the corporation
against any liability asserted against or incurred by such person
in any such capacity or arising out of such person's status as
such, whether or not the corporation would have the power to
indemnify such person against such liabilities under Section 145,
including liabilities under the Securities Act of 1933, as
amended.
Article V of the Registrant's By-Laws provides for
indemnification of the Registrant's officers and directors to the
full extent allowed by Delaware law.
In addition, Article IV of the Registrant's Restated
Certificate of Incorporation provides that the Registrant's
directors do not have personal liability to the Registrant or its
stockholders for monetary damages for any breach of their
fiduciary duty as directors, except (i) for a breach of the duty
of loyalty, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or knowing violation of the law,
(iii) for willful or negligent violations of certain provisions
under the DGCL imposing certain requirements with respect to
stock repurchases, redemptions and dividends, or (iv) for any
transaction from which the director derived an improper personal
benefit. Subject to these exceptions, under Article IV,
directors do not have any personal liability to the Registrant or
its stockholders for any violation of their fiduciary duty.
The Registrant has directors and officers liability
insurance which protects each director or officer from certain
claims and suits, including stockholder derivative suits, even
where the director may be determined to not be entitled to
indemnification under the DGCL. The policy may also afford
coverage under circumstances where the facts do not justify a
finding that the director or officer acted in good faith and in a
manner that was in or not opposed to the best interests of the
Registrant.
The Registrant has entered into indemnification agreements
with each of its directors (the "Indemnification Agreements").
The Indemnification Agreements provide for the prompt
indemnification "to the fullest extent permitted by law" and for
the prompt advancement of expenses, including attorneys' fees and
other costs, expenses and obligations paid or incurred
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in connection with investigating, defending, being a witness or
participating in (including on appeal) any threatened, pending or
completed action, suit or proceeding related to the fact that
such director is or was a director, officer, employee, trustee,
agent or fiduciary of the Registrant or is or was serving at the
request of the Registrant as a director, officer, employee,
trustee, agent or fiduciary of another corporation, partnership,
joint venture, employee benefit plan trust or other enterprise,
or by reason of anything done or not done by a director
in any such capacity. The Indemnification Agreements further
provide that the Registrant has the burden of proving that a
director is not entitled to indemnification in any particular
case.
The foregoing represents a summary of the general effect of
the DGCL, the Registrant's By-Laws and Restated Certificate of
Incorporation, the Registrant's directors and officers liability
insurance coverage and the Indemnification Agreements for
purposes of general description only.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits
(4) A. Ecolab Inc. 1995 Non-Employee Director Stock Option
Plan - Incorporated by reference to Exhibit (10)D of the
Registrant's Form 10-K Annual Report for the year ended
December 31, 1994.
B. Restated Certificate of Incorporation - Incorporated by
reference to Exhibit (3)A of the Registrant's Form 10-K
Annual Report for the year ended December 31, 1992.
C. By-Laws, as amended through February 25, 1995 -
Incorporated by reference to Exhibit (3)A of the
Registrant's Form 10-K Annual Report for the year
ended December 31, 1994.
D. (i) Amended and Restated Rights Agreement dated as of
February 14, 1986, as amended and restated as of July
15, 1988 - Incorporated by reference to Exhibit (4)
of the Registrant's Form 8-K dated July 15, 1988.
(ii) First Amendment, dated as of September 10, 1990 to
the Amended and Restated Rights Agreement -
Incorporated by reference to Exhibit (4) of the
Registrant's Form 8-K dated September 11, 1990.
E. Form of Common Stock Certificate - Incorporated by
reference to Exhibit (4)A(ii) of the Registrant's Form
10-K Annual Report for the year ended December 31,
1992.
(5) Opinion of legal counsel regarding legality of
securities being registered.
(15) Letter regarding unaudited interim financial
information.
(23) A. Consent of Coopers & Lybrand L.L.P.
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B. Consent of KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft.
C. Consent of counsel - See Exhibit (5)
(24) Powers of Attorney.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to section
13(a) or section 15(d) of the Exchange Act that is incorporated
by reference in the Registration Statement shall be deemed to be
a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.<PAGE>
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling
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persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion
of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Saint Paul, State of Minnesota, on May 15, 1995.
ECOLAB INC.
By:/s/Allan L. Schuman
Allan L. Schuman
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
/s/Allan L. Schuman President and Chief May 15, 1995
Allan L. Schuman Executive Officer
(Principal Executive
Officer and Director)
/s/Michael E. Shannon Vice Chairman, Chief May 15, 1995
Michael E. Shannon Financial and
Administrative Officer
(Principal Financial
Officer and Director)
/s/Arthur E. Henningsen, Jr. Vice President and May 15, 1995
Arthur E. Henningsen, Jr. Controller (Principal
Accounting Officer)
/s/Kenneth A. Iverson Directors May 15, 1995
Kenneth A. Iverson,
as attorney in fact for Ruth
S. Block, Russell G. Cleary,
Pierson M. Grieve, Jerry W.
Levin, James J. Howard,
Reuben F. Richards, Richard
L. Schall, Roland Schulz,
Philip L. Smith, Hugo
Uyterhoeven and Albrecht
Woeste
- 8 - <PAGE>
EXHIBIT INDEX
Paper (P) or
Exhibit No. Document Electronic(E)
_____________ _____________________________ _____________
(4) A. Ecolab Inc. 1995 Non-Employee Director Stock --
Option Plan - Incorporated by reference to
Exhibit (10)D of the Registrant's Form 10-K
Annual Report for the year ended December
31, 1994.
B. Restated Certificate of Incorporation - --
Incorporated by reference to Exhibit (3)A
of the Registrant's Form 10-K Annual
Report for the year ended December 31,
1992.
C. By-Laws, as amended through February 25, --
1995 - Incorporated by reference to
Exhibit (3)A of the Registrant's
Form 10-K Annual Report for the year
ended December 31, 1994.
D. (i) Amended and Restated Rights Agreement --
dated as of February 14, 1986, as
amended and restated as of July 15,
1988 - Incorporated by reference to
Exhibit (4) of the Registrant's Form 8-K
dated July 15, 1988.
(ii) First Amendment, dated as of --
September 10, 1990 to the Amended
and Restated Rights Agreement -
Incorporated by reference to Exhibit (4)
of the Registrant's Form 8-K dated
September 11, 1990.
E. Form of Common Stock Certificate - --
Incorporated by reference to Exhibit
(4)A(ii) of the Registrant's Form 10-K
Annual Report for the year ended
December 31, 1992.
(5) Opinion of legal counsel regarding
legality of securities being registered. E
(15) Letter regarding unaudited financial E
information.
(23) A. Consent of Coopers & Lybrand L.L.P. E
B. Consent of KPMG Deutsche Treuhand- E
Gesellschaft Aktiengesellschaft.
- 9 -<PAGE>
Paper(P) or
Exhibit No. Document Electronic(E)
_____________ ____________________________ _____________
C. Consent of counsel - See Exhibit (5). --
(24) Powers of Attorney. E
- 10 -<PAGE>
May 17, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street N.W.
Washington, D.C. 20549
RE: ECOLAB INC. 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
REGISTRATION ON FORM S-8
Gentlemen:
I am Secretary of Ecolab Inc. (the Company ). In that capacity,
I have acted as counsel to the Company in connection with the
proposed offering by the Company pursuant to a Registration
Statement on Form S-8 under the Securities Act of 1933, as
amended, of 200,000 shares of the Company s Common Stock, $1.00
par value ( the Shares ), and the Company s preferred stock
purchase rights (the Rights ) adhering to the Shares, in
connection with the Ecolab Inc. 1995 Non-Employee Director Stock
Option Plan (the Plan ). I understand that it is the Company s
intention that the Shares will be (a) issued out of authorized
but unissued shares, or (b) transferred out of treasury shares
held by the Company now or in the future.
I have examined the proposed Registration Statement on Form S-8,
the Plan, the Amended and Restated Rights Agreement between the
Company and First Chicago Trust Company of New York (formerly
Morgan Shareholder Services Trust Company) dated as of February
14, 1986, as amended and restated as of July 15, 1988, and as
amended September 10, 1990 (the "Rights Agreement ), and such
other documents, corporate records and instruments and such laws
and regulations as I have considered relevant for the purpose of
this opinion. Based upon the foregoing, I am of the opinion
that:
(1) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the
laws of the state of Delaware.
(2) The Plan has been duly adopted by the Company.
(3) The Shares, when issued or transferred, delivered and
paid for in accordance with the Plan, will be legally
issued, fully paid and non-assessable.<PAGE>
(4) The Rights, when issued in accordance with the Rights
Agreement in connection with Shares issued or
transferred in accordance with the Plan (so long as the
Rights are attached to the Shares in accordance with
the Rights Agreement), will be legally issued, fully
paid and non-assessable.
I hereby consent to the filing of this opinion as Exhibit (5) to
the above-captioned Registration Statement and to its use as part
of the Registration Statement.
Sincerely,
/s/Kenneth A. Iverson
Kenneth A. Iverson
Vice President and Secretary<PAGE>
EXHIBIT (15)
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: ECOLAB INC. REGISTRATION ON FORM S-8
We are aware that our report dated April 18, 1995 on our reviews
of interim financial information of Ecolab Inc. for the periods
ended March 31, 1995 and 1994, and included in the Company's
quarterly reports on Form 10-Q for the quarter ended March 31,
1995 is incorporated by reference in this registration statement.
Pursuant to Rule 436(c) under the Securities Act of 1933, this
report should not be considered a part of the registration
statement prepared or certified by us within the meaning of
Sections 7 and 11 of that Act.
/s/Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Saint Paul, Minnesota
May 15, 1995<PAGE>
EXHIBIT (23)A
CONSENT TO INCORPORATION BY REFERENCE
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated February 27, 1995, on
our audits of the consolidated financial statements and related
financial statement schedule of Ecolab Inc. as of December 31,
1994, 1993, and 1992 and for the years ended December 31, 1994,
1993 and 1992, which reports are included or incorporated by
reference in Ecolab Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1994. We also consent to the reference
to our firm as "experts" under Item 5, Interests of Named Experts
and Counsel.
/s/Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Saint Paul, Minnesota
May 15, 1995<PAGE>
CONSENT OF KPMG DEUTSCHE TREUHAND-GESELLSCHAFT
AKTIENGESELLSCHAFT
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 19, 1995, on
our audit of the combined financial statements and schedules of
the Henkel-Ecolab Joint-Venture as of November 30, 1994, 1993 and
1992 and for the periods beginning December 1, 1993, 1992 and
1991 and ended November 30, 1994, 1993 and 1992, which report is
included in Ecolab Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1994. We also consent to the reference to our
firm under the heading, Interests of Named Experts and Counsel.
Dusseldorf, Germany
May 5, 1995
KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft
/s/Dr. Kuhr /s/Haas
Dr. Kuhr Haas
Wirtschaftsprufer Wirtschaftsprufer<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned, a
Director of Ecolab Inc., a Delaware corporation, does hereby
make, nominate and appoint ALLAN L. SCHUMAN, MICHAEL E. SHANNON,
KENNETH A. IVERSON, and each of them, to be my attorney-in-fact,
with full power and authority to sign his name to a Registration
Statement on Form S-8 relating to the registration of not more
than 200,000 shares of Ecolab Common Stock, par value $1 per
share, and Preferred Stock Purchase Rights associated with the
Common Stock, for the Ecolab Inc. 1995 Non-Employee Director
Stock Option Plan, and any and all amendments thereto, provided
that the Registration Statement and any amendments thereto, in
final form, be approved by said attorney-in-fact; and his name,
when thus signed, shall have the same force and effect as though
I had manually signed said document or documents.
IN WITNESS WHEREOF, I have hereunto affixed my signature
this 12th day of May, 1995.
/s/Ruth S. Block
Ruth S. Block<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned, a
Director of Ecolab Inc., a Delaware corporation, does hereby
make, nominate and appoint ALLAN L. SCHUMAN, MICHAEL E. SHANNON,
KENNETH A. IVERSON, and each of them, to be my attorney-in-fact,
with full power and authority to sign his name to a Registration
Statement on Form S-8 relating to the registration of not more
than 200,000 shares of Ecolab Common Stock, par value $1 per
share, and Preferred Stock Purchase Rights associated with the
Common Stock, for the Ecolab Inc. 1995 Non-Employee Director
Stock Option Plan, and any and all amendments thereto, provided
that the Registration Statement and any amendments thereto, in
final form, be approved by said attorney-in-fact; and his name,
when thus signed, shall have the same force and effect as though
I had manually signed said document or documents.
IN WITNESS WHEREOF, I have hereunto affixed my signature
this 9th day of May, 1995.
/s/Russell G. Cleary
Russell G. Cleary<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned, a
Director of Ecolab Inc., a Delaware corporation, does hereby
make, nominate and appoint ALLAN L. SCHUMAN, MICHAEL E. SHANNON,
KENNETH A. IVERSON, and each of them, to be my attorney-in-fact,
with full power and authority to sign his name to a Registration
Statement on Form S-8 relating to the registration of not more
than 200,000 shares of Ecolab Common Stock, par value $1 per
share, and Preferred Stock Purchase Rights associated with the
Common Stock, for the Ecolab Inc. 1995 Non-Employee Director
Stock Option Plan, and any and all amendments thereto, provided
that the Registration Statement and any amendments thereto, in
final form, be approved by said attorney-in-fact; and his name,
when thus signed, shall have the same force and effect as though
I had manually signed said document or documents.
IN WITNESS WHEREOF, I have hereunto affixed my signature
this 12th day of May, 1995.
/s/Pierson M. Grieve
Pierson M. Grieve<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned, a
Director of Ecolab Inc., a Delaware corporation, does hereby
make, nominate and appoint ALLAN L. SCHUMAN, MICHAEL E. SHANNON,
KENNETH A. IVERSON, and each of them, to be my attorney-in-fact,
with full power and authority to sign his name to a Registration
Statement on Form S-8 relating to the registration of not more
than 200,000 shares of Ecolab Common Stock, par value $1 per
share, and Preferred Stock Purchase Rights associated with the
Common Stock, for the Ecolab Inc. 1995 Non-Employee Director
Stock Option Plan, and any and all amendments thereto, provided
that the Registration Statement and any amendments thereto, in
final form, be approved by said attorney-in-fact; and his name,
when thus signed, shall have the same force and effect as though
I had manually signed said document or documents.
IN WITNESS WHEREOF, I have hereunto affixed my signature
this 12th day of May, 1995.
/s/James J. Howard
James J. Howard<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned, a
Director of Ecolab Inc., a Delaware corporation, does hereby
make, nominate and appoint ALLAN L. SCHUMAN, MICHAEL E. SHANNON,
KENNETH A. IVERSON, and each of them, to be my attorney-in-fact,
with full power and authority to sign his name to a Registration
Statement on Form S-8 relating to the registration of not more
than 200,000 shares of Ecolab Common Stock, par value $1 per
share, and Preferred Stock Purchase Rights associated with the
Common Stock, for the Ecolab Inc. 1995 Non-Employee Director
Stock Option Plan, and any and all amendments thereto, provided
that the Registration Statement and any amendments thereto, in
final form, be approved by said attorney-in-fact; and his name,
when thus signed, shall have the same force and effect as though
I had manually signed said document or documents.
IN WITNESS WHEREOF, I have hereunto affixed my signature
this 10 day of May, 1995.
/s/Jerry W. Levin
Jerry W. Levin <PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned, a
Director of Ecolab Inc., a Delaware corporation, does hereby
make, nominate and appoint ALLAN L. SCHUMAN, MICHAEL E. SHANNON,
KENNETH A. IVERSON, and each of them, to be my attorney-in-fact,
with full power and authority to sign his name to a Registration
Statement on Form S-8 relating to the registration of not more
than 200,000 shares of Ecolab Common Stock, par value $1 per
share, and Preferred Stock Purchase Rights associated with the
Common Stock, for the Ecolab Inc. 1995 Non-Employee Director
Stock Option Plan, and any and all amendments thereto, provided
that the Registration Statement and any amendments thereto, in
final form, be approved by said attorney-in-fact; and his name,
when thus signed, shall have the same force and effect as though
I had manually signed said document or documents.
IN WITNESS WHEREOF, I have hereunto affixed my signature
this 9th day of May, 1995.
/s/Reuben F. Richards
Reuben F. Richards<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned, a
Director of Ecolab Inc., a Delaware corporation, does hereby
make, nominate and appoint ALLAN L. SCHUMAN, MICHAEL E. SHANNON,
KENNETH A. IVERSON, and each of them, to be my attorney-in-fact,
with full power and authority to sign his name to a Registration
Statement on Form S-8 relating to the registration of not more
than 200,000 shares of Ecolab Common Stock, par value $1 per
share, and Preferred Stock Purchase Rights associated with the
Common Stock, for the Ecolab Inc. 1995 Non-Employee Director
Stock Option Plan, and any and all amendments thereto, provided
that the Registration Statement and any amendments thereto, in
final form, be approved by said attorney-in-fact; and his name,
when thus signed, shall have the same force and effect as though
I had manually signed said document or documents.
IN WITNESS WHEREOF, I have hereunto affixed my signature
this 9 day of May, 1995.
/s/Richard L. Schall
Richard L. Schall<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned, a
Director of Ecolab Inc., a Delaware corporation, does hereby
make, nominate and appoint ALLAN L. SCHUMAN, MICHAEL E. SHANNON,
KENNETH A. IVERSON, and each of them, to be my attorney-in-fact,
with full power and authority to sign his name to a Registration
Statement on Form S-8 relating to the registration of not more
than 200,000 shares of Ecolab Common Stock, par value $1 per
share, and Preferred Stock Purchase Rights associated with the
Common Stock, for the Ecolab Inc. 1995 Non-Employee Director
Stock Option Plan, and any and all amendments thereto, provided
that the Registration Statement and any amendments thereto, in
final form, be approved by said attorney-in-fact; and his name,
when thus signed, shall have the same force and effect as though
I had manually signed said document or documents.
IN WITNESS WHEREOF, I have hereunto affixed my signature
this 12 day of May, 1995.
/s/Roland Schulz
Roland Schulz<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned, a
Director of Ecolab Inc., a Delaware corporation, does hereby
make, nominate and appoint ALLAN L. SCHUMAN, MICHAEL E. SHANNON,
KENNETH A. IVERSON, and each of them, to be my attorney-in-fact,
with full power and authority to sign his name to a Registration
Statement on Form S-8 relating to the registration of not more
than 200,000 shares of Ecolab Common Stock, par value $1 per
share, and Preferred Stock Purchase Rights associated with the
Common Stock, for the Ecolab Inc. 1995 Non-Employee Director
Stock Option Plan, and any and all amendments thereto, provided
that the Registration Statement and any amendments thereto, in
final form, be approved by said attorney-in-fact; and his name,
when thus signed, shall have the same force and effect as though
I had manually signed said document or documents.
IN WITNESS WHEREOF, I have hereunto affixed my signature
this 8 day of May, 1995.
/s/Philip L. Smith
Philip L. Smith<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned, a
Director of Ecolab Inc., a Delaware corporation, does hereby
make, nominate and appoint ALLAN L. SCHUMAN, MICHAEL E. SHANNON,
KENNETH A. IVERSON, and each of them, to be my attorney-in-fact,
with full power and authority to sign his name to a Registration
Statement on Form S-8 relating to the registration of not more
than 200,000 shares of Ecolab Common Stock, par value $1 per
share, and Preferred Stock Purchase Rights associated with the
Common Stock, for the Ecolab Inc. 1995 Non-Employee Director
Stock Option Plan, and any and all amendments thereto, provided
that the Registration Statement and any amendments thereto, in
final form, be approved by said attorney-in-fact; and his name,
when thus signed, shall have the same force and effect as though
I had manually signed said document or documents.
IN WITNESS WHEREOF, I have hereunto affixed my signature
this 9th day of May, 1995.
/s/Hugo Uyterhoeven
Hugo Uyterhoeven<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, That the undersigned, a
Director of Ecolab Inc., a Delaware corporation, does hereby
make, nominate and appoint ALLAN L. SCHUMAN, MICHAEL E. SHANNON,
KENNETH A. IVERSON, and each of them, to be my attorney-in-fact,
with full power and authority to sign his name to a Registration
Statement on Form S-8 relating to the registration of not more
than 200,000 shares of Ecolab Common Stock, par value $1 per
share, and Preferred Stock Purchase Rights associated with the
Common Stock, for the Ecolab Inc. 1995 Non-Employee Director
Stock Option Plan, and any and all amendments thereto, provided
that the Registration Statement and any amendments thereto, in
final form, be approved by said attorney-in-fact; and his name,
when thus signed, shall have the same force and effect as though
I had manually signed said document or documents.
IN WITNESS WHEREOF, I have hereunto affixed my signature
this 12 day of May, 1995.
/s/Albrecht Woeste
Albrecht Woeste<PAGE>
