ECOLAB INC, S-8, 1996-12-23

ECOLAB INC
S-8, 1996-12-23
SOAP, DETERGENTS, CLEANG PREPARATIONS, PERFUMES, COSMETICS

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As filed with the Securities and Exchange Commission on December 23, 1996

Registration No. 333-
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
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
370 North Wabasha Street
St. Paul, Minnesota 55102
(612) 293-2233
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive
offices)
______________________
ECOLAB STOCK PURCHASE PLAN
(Full title of the plan)
______________________
WILLIAM R. ROSENGREN, ESQ.
SENIOR VICE PRESIDENT-LAW AND
GENERAL COUNSEL
ECOLAB INC.
ECOLAB CENTER
370 NORTH WABASHA STREET
ST. PAUL, MINNESOTA 55102
(612) 293-2233
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
______________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT
______________________
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------

TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED(1) OFFERING PRICE PER SHARE(2) AGGREGATE OFFERING PRICE(2) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

Common Stock, par value
$1.00 per share(3)..... 500,000 shares $37.75 $18,875,000 $5,719.70
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement includes an indeterminate number of
additional shares as may be issuable as a result of anti-dilution provisions
described in the Ecolab Stock Purchase Plan.

(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933,
as amended, on the basis of the average between the high and low reported
sale prices of the Registrant's Common Stock on December 18, 1996, as
reported on the New York Stock Exchange.

(3) Each share of Common Stock includes one preferred stock purchase right
(a "Right").
- --------------------------------------------------------------------------------

<PAGE>

PART II

INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by Ecolab Inc. (the "Company" or the
"Registrant") (File No.1- 9328) with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in this Registration Statement: (1)
Annual Report on Form 10-K for the year ended December 31, 1995; (2) Quarterly
Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30,
1996; (3) Current Report on Form 8-K dated February 24, 1996; (4) Current Report
on Form 8-K dated December 16, 1996; (5) all other reports filed by the Company
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since December 31, 1995; (6) the description of
the Company's Common Stock, Preferred Stock and Rights contained in its
Registration Statement on Form 8-A, including any amendments or reports filed
for the purpose of updating such description.

All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 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 that de-registers 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.

The consolidated financial statements and related financial statement
schedule of the Company, which are included or incorporated by reference in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995, and
incorporated by reference in this Registration Statement, have been audited by
Coopers & Lybrand L.L.P., independent accountants, for the periods indicated in
such firm's reports thereon. The consolidated financial statements and
financial statement schedule audited by Coopers & Lybrand L.L.P. have been
incorporated herein by reference in reliance on such firm's reports given upon
their authority as experts in accounting and auditing. To the extent that
Coopers & Lybrand L.L.P. examines and reports on the financial statements and
financial statement schedules of the Company issued at future dates, and
consents to the use of their reports thereon, such financial statements and
financial statement schedules will also be incorporated by reference in the
Registration Statement in reliance upon their reports and said authority.

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 separate
reports, 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
schedule of the

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Henkel-Ecolab Joint Venture, which are included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1995, and incorporated by reference
in this Registration Statement, have been audited by KPMG Deutsche
Treuhand-Gesellschaft Aktiengesellschaft, independent accountants, for the
periods indicated in such firm's reports thereon. The combined financial
statements and financial statement schedule audited by KPMG Deutsche
Treuhand-Gesellschaft Aktiengesellschaft have been incorporated herein by
reference in reliance on such firm's reports given upon their authority as
experts in accounting and auditing. To the extent that KPMG Deutsche
Treuhand-Gesellschaft Aktiengesellschaft examines and reports on the financial
statements and the financial statement schedules of the Henkel-Ecolab Joint
Venture issued at future dates, and consents to the use of their reports
thereon, such financial statements and financial statement schedules will also
be incorporated by reference in the Registration Statement in reliance upon
their reports and said authority.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable - the Company's Common Stock and Rights to be offered
pursuant to this Registration Statement have been registered under Section 12 of
the Exchange Act as described in Item 3 of this Part II.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

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 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

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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.

Article V of the Company's By-Laws provides for indemnification of the
Company's officers and directors to the full extent allowed by Delaware law.

In addition, Article IV of the Company's Restated Certificate of
Incorporation provides that the Company's directors do not have personal
liability to the Company 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 Company or its stockholders for any violation of
their fiduciary duty.

The Company 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 and claims and suits arising under
the Securities Act. 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 Company.

The Company 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 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 Company or is or was serving at the
request of the Company 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 Company 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 Company's By-Laws and Restated Certificate of Incorporation, the Company's
directors and officers liability insurance coverage and the Indemnification
Agreements for purposes of general description only.

<PAGE>

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable - no securities are to be re-offered or resold pursuant
to this Registration Statement.

ITEM 8. EXHIBITS.

4.1 Restated Certificate of Incorporation of the Company (incorporated
by reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-8 (File No. 333-18617)).
4.2 Bylaws of the Company, as amended through December 16, 1996
(incorporated by reference to Exhibit 3 to the Company's Current
Report on Form 8-K dated December 16, 1996 (File No.1-9328)).
4.3 Form of Common Stock Certificate (incorporated by reference to
Exhibit 4(B) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1995 (File No. 1-9328)).
4.4 Rights Agreement, dated as of February 24, 1996, between the
Company and First Chicago Trust Company of New York, as Rights
Agent (incorporated by reference to Exhibit 4 to the Company's
Current Report on Form 8-K dated February 24, 1996
(File No. 1-9328)).
15.1 Letter of Coopers & Lybrand L.L.P. regarding unaudited interim
financial information (filed herewith electronically).
23.1 Consent of Coopers & Lybrand L.L.P. (filed herewith electronically).
23.2 Consent of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft
(filed herewith electronically).
24.1 Powers of Attorney (filed herewith electronically).

ITEM 9. UNDERTAKINGS.

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 of 1933;

(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) under the Securities Act
of 1933 if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;

<PAGE>

(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 (1)(i) and (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 with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the 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 Act and
will be governed by the final adjudication of such issue.

<PAGE>

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 St. Paul, State of Minnesota, on December 23, 1996.

ECOLAB INC.

By:/s/ Allan L. Schuman
-------------------------------------------
Allan L. Schuman
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on December 23, 1996 by the following
persons in the capacities indicated.

/s/ Allan L. Schuman President and Chief Executive Officer (Principal
- ----------------------------- Executive Officer) and Director
Allan L. Schuman

/s/ Michael E. Shannon Chairman of the Board, Chief Financial and
- ----------------------------- Administrative Officer (Principal Financial
Michael E. Shannon Officer) and Director

/s/ Arthur E. Henningsen, Jr. Senior Vice President and Controller (Principal
- ----------------------------- Accounting Officer)
Arthur E. Henningsen, Jr.

/s/ Kenneth A. Iverson Directors
- -----------------------------
Kenneth A. Iverson,
as attorney-in-fact for
Russell G. Cleary, James J. Howard,
Joel W. Johnson, Jerry W. Levin,
Reuben F. Richards, Richard L. Schall,
Roland Schulz, Philip L. Smith, Hugo
Uyterhoeven and Albrecht Woeste

Director not signing: Ruth S. Block

<PAGE>

INDEX TO EXHIBITS

ITEM DESCRIPTION METHOD OF FILING
NO. ----------- ----------------
----
<S> <C> <C>

4.1 Restated Certificate of Incorporation of Incorporated by reference to Exhibit
the Company......................................... 4.1 to the Company's Registration
Statement on Form S-8 (File No. 333-
18617).

4.2 Bylaws of the Company, as amended Incorporated by reference to Exhibit
through December 16, 1996........................... 3 to the Company's Current Report on
Form 8-K dated December 16, 1996
(File No.1-9328).

4.3 Form of Common Stock Certificate.................... Incorporated by reference to
Exhibit 4(B) to the Company's Annual
Reporton Form 10-K for the year
ended December 31, 1995 (File
No. 1-9328).

4.4 Rights Agreement, dated as of February Incorporated by reference to Exhibit
24, 1996, between the Company and 4 to the Company's Current Report on
First Chicago Trust Company of New Form 8-K dated February 24, 1996.
York, as Rights Agent...............................

15.1 Letter of Coopers & Lybrand L.L.P. Filed herewith electronically.
regarding unaudited interim financial
information.........................................

23.1 Consent of Coopers & Lybrand L.L.P.................. Filed herewith electronically.

23.2 Consent of KPMG Deutsche Treuhand- Gesellschaft Filed herewith electronically.
Aktiengesellschaft..................................

24.1 Powers of Attorney.................................. Filed herewith electronically.
</TABLE>

<PAGE>

Exhibit 15.1

Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549

We are aware that our reports dated April 18, 1996, July 18, 1996 and October
22, 1996 on our reviews of unaudited interim financial information of Ecolab
Inc. for the periods ended March 31, 1996 and 1995, June 30, 1996 and 1995, and
September 30, 1996 and 1995, and included in the Company's quarterly reports on
Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30,
1996, respectively, are incorporated by reference in this registration
statement. Pursuant to Rule 436(c) under the Securities Act of 1933, these
reports 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
December 23, 1996

<PAGE>

Exhibit 23.1

CONSENT OF COOPERS & LYBRAND L.L.P.

We consent to the incorporation by reference in this Registration Statement of
Ecolab Inc. on Form S-8 of our reports dated February 26, 1996, on our audits of
the consolidated financial statements and related financial statement schedule
of Ecolab Inc. as of December 31, 1995, 1994 and 1993 and for the years ended
December 31, 1995, 1994 and 1993, which reports are included or incorporated by
reference in Ecolab Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1995. We also consent to the references to our firm under the
caption "Incorporation of Documents by Reference."

/s/ Coopers & Lybrand L.L.P.

COOPERS & LYBRAND L.L.P.

Saint Paul, Minnesota

December 23, 1996

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Exhibit 23.2

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, 1996, on our
audit of the combined financial statements and schedule of the
Henkel-Ecolab Joint-Venture as of November 30, 1995, 1994 and 1993 and
for the periods beginning December 1, 1994, 1993 and 1992 and ended
November 30, 1995, 1994 and 1993, which report is included in Ecolab
Inc.'s Annual Report on Form 10-K for the year ended December 31,
1995. We also consent to the reference to our firm under the heading
INCORPORATION OF DOCUMENTS BY REFERENCE.

Dusseldorf, Germany

December 23, 1996

KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft

/s/ Stefan Haas /s/ Bernhard Momken

Stefan Haas Bernhard Momken
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
500,000 shares of Ecolab Inc. Common Stock, par value $1 per share, and
Preferred Stock Purchase Rights associated with the Common Stock, for the Ecolab
Stock Purchase 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.