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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ECOLAB INC.
(Exact name of registrant as specified in its charter)
Delaware 41-0231510
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
Ecolab Center, St. Paul, Minnesota 55102
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to be registered
Preferred Stock Purchase Rights New York Stock Exchange, Inc.
Pacific Stock Exchange Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)<PAGE>
Item 1. Description of Registrant's Securities to Be
Registered
On February 24, 1996, the Board of Directors of the
Registrant declared a dividend distribution of one right (a
"Right") for each outstanding share of the Registrant's common
stock, $1.00 par value per share (the "Common Stock"), to
stockholders of record at the close of business on March 11, 1996
(the "Record Date"). The Board of Directors of the Registrant
also authorized the issuance of one Right for each share of Common
Stock issued after the Record Date and prior to the earliest of
the Distribution Date (as defined below), the redemption of the
Rights and the expiration of the Rights and, in certain
circumstances, after the Distribution Date. Except as set forth
below and subject to adjustment as provided in the Rights
Agreement (as defined below), each Right entitles the registered
holder to purchase from the Registrant one one-hundredth of a
share of Series A Junior Participating Preferred Stock (the
"Preferred Stock"), at a purchase price of $115 per Right (the
"Purchase Price"). The description and terms of the Rights are
set forth in a Rights Agreement, dated as of February 24, 1996
(the "Rights Agreement"), between the Registrant and First Chicago
Trust Company of New York, as Rights Agent.
Upon payment of the dividend at the close of business on the
Record Date, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no separate
Rights Certificates (as defined below) will be distributed. The
Rights will separate from the Common Stock upon the earliest of
(i) 10 days following a public announcement that a person or group
(an "Acquiring Person"), together with persons affiliated or
associated with it, has acquired, or obtained the right to
acquire, beneficial ownership of 15% or more of the outstanding
shares of Common Stock (the "Stock Acquisition Date"), (ii) 10
business days (or such later date as the Board of Directors of the
Registrant shall determine) following the commencement of a tender
offer or exchange offer that would result in a person or group
beneficially owning 15% or more of such outstanding shares of
Common Stock, or (iii) 10 business days following a determination
by the Board of Directors of
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the Registrant that a person (an "Adverse Person"), alone or
together with its affiliates and
associates, has become the beneficial owner of more than 10% of
the Common Stock and that (a) such beneficial ownership is
intended to cause the Registrant to repurchase the Common Stock
beneficially owned by such person or to cause pressure on the
Registrant to take action or enter into transactions intended to
provide such person with short-term financial gain under
circumstances where the Board of Directors of the Registrant
determines that the best long-term interests of the Registrant
would not be served by taking such action or entering into such
transactions at the time, or (b) such beneficial ownership is
causing or reasonably likely to cause a material adverse impact on
the business or prospects of the Registrant; provided, however,
that the Board of Directors of the Registrant shall not declare
any person to be an Adverse Person if such person has reported or
is required to report its ownership of Common Stock on Schedule
13G under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or on Schedule 13D under the Exchange Act which
Schedule 13D does not state any intention to, or reserve the right
to, control or influence the Registrant or engage in certain other
actions, so long as such person neither reports nor is required to
report such ownership other than as described in this proviso (the
earliest of such dates being called the "Distribution Date").
Notwithstanding the foregoing, (x) Henkel KGaA ("Henkel") shall
not be an Acquiring Person if, and so long as, it is a party to a
written agreement with the Registrant which agreement imposes one
or more limitations on the amount of Henkel's beneficial ownership
of Common Stock, and if, and so long as, such agreement continues
to be binding on Henkel and Henkel is in compliance with the terms
of such agreement, and (y) the Registrant shall not declare Henkel
to be an Adverse Person.
Until the Distribution Date (or earlier redemption or
expiration of the Rights), (i) the Rights will be transferred
with and only with the Common Stock (except in connection with the
redemption of the Rights), (ii) new Common Stock certificates
issued after the Record Date upon transfer, replacement or new
issuance of Common Stock will contain a notation incorporating the
Rights Agreement by reference and (iii) the surrender for transfer
of any certificates for Common Stock outstanding will also
constitute the transfer of the Rights associated with the Common
Stock represented by such certificate.
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The Rights will become first exercisable on the Distribution
Date and will expire at the close of business on March 11, 2006
(the "Expiration Date"), unless earlier redeemed by the Registrant
as described below. Notwithstanding the foregoing, the Rights
will not be exercisable after the occurrence of a Triggering Event
(as defined below) until the Registrant's right of redemption has
expired.
As soon as practicable after the Distribution Date, separate
certificates evidencing the Rights (the "Rights Certificates")
will be mailed to holders of record of the Common Stock as of the
close of business on the Distribution Date and, thereafter, such
separate Rights Certificates alone will evidence the Rights.
Except for shares of Common Stock issued or sold after the
Distribution Date pursuant to the exercise of stock options or
under any employee benefit plan or arrangement granted or awarded
prior to the Distribution Date, or the exercise, conversion or
exchange of securities issued by the Registrant, and except as
otherwise determined by the Board of Directors of the Registrant,
only shares of Common Stock issued prior to the Distribution Date
will be issued with Rights.
In the event that any person shall become (a) an Acquiring
Person (except (i) pursuant to an offer for all outstanding shares of
Common Stock which the independent directors of the Registrant
determine to be fair to and otherwise in the best interest of the
Registrant and its stockholders after receiving advice from one or
more investment banking firms (a "Qualifying Offer") and (ii) for
certain persons who report their ownership on Schedule 13G under the
Exchange Act or on Schedule 13D under the Exchange Act, provided that
they do not state any intention to, or reserve the right to, control
or influence the Registrant and such persons certify that they became
an Acquiring Person inadvertently and they agree that they will not
acquire any additional shares of Common Stock) or (b) an Adverse Person
(either such event is referred to herein as a "Triggering Event"), then
the Rights will "flip-in" and entitle each holder of a Right, except as
provided below, to purchase, upon exercise at the then-current Purchase
Price, that number of shares of Common Stock having a market value of
two times such Purchase Price.
Any Rights beneficially owned at any time on or after the earlier
of the Distribution Date and the Stock Acquisition Date by an Acquiring
Person, an Adverse Person or an affiliate or associate of an Acquiring
Person or an Adverse Person (whether or not such ownership is
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subsequently transferred) will become null and void upon the occurrence
of a Triggering Event, and any holder of such Rights will have no right
to exercise such Rights.
In the event that, following a Triggering Event, the Registrant is
acquired in a merger or other business combination in which the Common
Stock does not remain outstanding or is changed (other than a merger
consummated pursuant to a Qualifying Offer) or 50% of the assets or
earning power of the Registrant and its Subsidiaries (as defined in the
Rights Agreement) (taken as a whole) is sold or otherwise transferred to
any person (other than the Registrant or any Subsidiary of the
Registrant) in one transaction or a series of related transactions, the
Rights will "flip-over" and entitle each holder of a Right, except as
provided in the preceding paragraph, to purchase, upon the exercise of
the Right at the then-current Purchase Price, that number of shares of
common stock of the acquiring company (or, in certain circumstances, one
of its affiliates) which at the time of such transaction would have a
market value of two times such Purchase Price.
The number of Rights associated with each share of Common Stock
shall be proportionately adjusted after the Record Date and prior to the
Distribution Date (or earlier redemption or expiration of the Rights)
for any (i) declaration of a dividend on the outstanding shares of
Common Stock payable in shares of Common Stock, (ii) subdivision of the
outstanding shares of Common Stock, or (iii) combination of the
outstanding shares of Common Stock into a smaller number of shares, such
that the number of Rights thereafter associated with each share of
Common Stock following any such event shall equal the result obtained by
multiplying the number of Rights associated with each share of Common
Stock immediately prior to such event by a fraction, the numerator of
which shall be the total number of shares of Common Stock outstanding
immediately prior to the occurrence of the event and the denominator of
which shall be the total number of shares of Common Stock outstanding
immediately following the occurrence of such event.
In addition, the Purchase Price is subject to adjustment from time
to time to prevent dilution upon the (i) declaration of a dividend on
the Preferred Stock payable in shares of Preferred Stock, (ii)
subdivision of the outstanding Preferred Stock, (iii) combination of the
outstanding Preferred Stock into a smaller number of shares, (iv)
issuance of any shares of the Registrant's capital stock in a
reclassification of the Preferred Stock (including any such
reclassification in connection with a consolidation or merger in which
the Registrant is the
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continuing or surviving corporation), (v) grant to
holders of the Preferred Stock of certain rights, options, or warrants
to subscribe for Preferred Stock or securities convertible into
Preferred Stock at less than the current market price of the Preferred
Stock or (vi) distribution to holders of the Preferred Stock or other
evidences of indebtedness, cash (other than a regular quarterly cash
dividend payable out of the earnings or retained earnings of the
Registrant), subscription rights, warrants, or assets (other than a
dividend payable in Preferred Stock, but including any dividend payable
in stock other than Preferred Stock).
With certain exceptions, no adjustment in the Purchase Price will
be required until cumulative adjustments require an adjustment of at
least 1% of the Purchase Price.
At any time until the earlier of (i) 10 days following the
Stock Acquisition Date and (ii) the Expiration Date, the
Registrant may redeem the Rights in whole, but not in part, at a
price of $.01 per Right. The Registrant may, at its option, pay
the redemption price in cash, shares of Common Stock (based on the
current market price of the Common Stock at the time of
redemption) or any other form of consideration deemed appropriate
by the Board of Directors of the Registrant. Immediately upon the
action of the Registrant's Board of Directors ordering redemption
of the Rights, the right to exercise the Rights will terminate and
the only right of the holders of Rights will be to receive the
applicable redemption price. In addition, after a Triggering
Event, at the election of the Board of Directors of the
Registrant, the outstanding Rights (other than those beneficially
owned by an Acquiring Person, Adverse Person or an affiliate or
associate of an Acquiring Person or Adverse Person) may be
exchanged, in whole or in part, for shares of Common Stock, or
shares of preferred stock of the Registrant having essentially the
same value or economic rights as such shares. Immediately upon
the action of the Board of Directors of the Registrant authorizing
any such exchange, and without any further action or any notice,
the Rights (other than Rights which are not subject to such
exchange) will terminate and such Rights will only entitle holders
to receive the shares issuable upon such exchange.
Until a Right is exercised, the holder thereof, as such,
will have no rights as a stockholder of the Registrant, including,
without limitation, the right to vote or to receive dividends.
While the distribution of the Rights will not be taxable to
stockholders or to
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the Registrant, stockholders may, depending
upon the circumstances, recognize taxable income in the event that
the Rights become exercisable for Common Stock (or other
consideration) of the Registrant or for common stock of the
acquiring company as set forth above.
At any time prior to the Distribution Date, the Registrant may,
without the approval of any holder of the Rights, supplement or amend
any provision of the Rights Agreement. Thereafter, the Rights Agreement
may be amended only (i) to cure ambiguities, (ii) to correct
inconsistent provisions, (iii) to shorten or lengthen any time period
thereunder or (iv) in ways that do not adversely affect the Rights
holders (other than an Acquiring Person or Adverse Person). From and
after the Distribution Date, the Rights Agreement may not be amended to
lengthen (A) a time period relating to when the Rights may be redeemed
at such time as the Rights are not then redeemable, or (B) any other
time period unless such lengthening is for the purpose of protecting,
enhancing or clarifying the rights of, and/or the benefits to, the
holders of Rights (other than an Acquiring Person or Adverse Person.)
As of January 31, 1996, there were 64,726,731 shares of
Common Stock outstanding (excluding Common Stock held by the
Registrant in its Treasury). Each outstanding share of Common
Stock on the Record Date will receive one Right. Until the
Distribution Date, the Registrant will issue one Right with each
share of Common Stock that shall become outstanding so that all
such shares will have attached Rights. One million (1,000,000)
shares of Preferred Stock have been reserved for issuance upon
exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts
to acquire the Registrant on terms not approved by the
Registrant's Board of Directors. The Rights should not interfere
with any merger or other business combination approved by the
Board of Directors of the Registrant since the Board of Directors
may, at its option, at any time until ten days following the Stock
Acquisition Date, redeem all, but no less than all, of the then
outstanding Rights at the applicable redemption price.
The foregoing summary description of the Rights does not purport
to be complete and is qualified in its entirety by reference to the
Rights Agreement (which includes as Exhibit B the Form of Rights
Certificate), a copy of which is incorporated herein by reference to
Exhibit (4) of the Registrant's Current Report on Form 8-K dated
February 24,
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1996. Copies of the Rights Agreement will be available
free of charge from the Registrant.
Item 2. Exhibits
The following documents are filed as exhibits to this
registration statement.
1. Rights Agreement, dated as of February 24, 1996, between
the Registrant and First Chicago Trust Company of New York,
as Rights Agent, which includes as Exhibit B thereto the
Form of Rights Certificate - Incorporated by reference to
Exhibit (4) of the Registrant's Current Report on Form 8-K
dated February 24, 1996.
Signature
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
February 27, 1996 ECOLAB INC.
(Registrant)
By: /s/Kenneth A. Iverson
Kenneth A. Iverson
Vice President and Secretary
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EXHIBIT INDEX
PAPER (P) OR
EXHIBIT DESCRIPTION ELECTRONIC (E)
1. Rights Agreement, dated --
as of February 24, 1996,
between the Registrant and
First Chicago Trust Company of
New York, as Rights Agent,
which includes as Exhibit B
thereto the Form of Rights
Certificate - Incorporated by
reference to Exhibit (4) of
the Registrant's Current
Report on Form 8-K dated
February 24, 1996.
2. Cover Letter. E
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