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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
(AMENDMENT NO. 7)
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
370 NORTH WABASHA STREET
ST. PAUL, MINNESOTA 55102
(Address of principal (Zip Code)
executive offices)
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:
COMMON STOCK, $1.00 PAR VALUE NEW YORK STOCK EXCHANGE, INC.
PACIFIC EXCHANGE, INC.
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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In connection with listing on the New York Stock Exchange, Ecolab Inc. (the
"Registrant") registered, pursuant to Section 12(b) of the Securities Exchange
Act of 1934, as amended, its common stock and rights to purchase participating
preferred stock with the Securities and Exchange Commission on Form 8-A on
November 17, 1986 (File No. 1-9328). The original filing has been amended on
six occasions. This amendment, Number 7 on Form 8-A/A, serves to amend and
restate the Registrant's description of its registered securities as a result of
an increase in the authorized capital stock of the Registrant.
At a Special Meeting of the Registrant's Stockholders held October 22,
1997, the stockholders approved a proposal to amend and restate the Registrant's
Restated Certificate of Incorporation to increase the authorized Common Stock of
the Registrant from 100,000,000 shares to 200,000,000 shares. Following
stockholder approval, the Registrant filed the amended and restated Restated
Certificate of Incorporation with the Office of the Secretary of State of
Delaware effective October 22, 1997.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Registrant's authorized capital stock consists of 200,000,000 shares of
Common Stock, $1.00 par value (the "Common Stock"), and 15,000,000 shares of
Preferred Stock, without par value (the "Preferred Stock"). Preferred Stock
purchase rights are associated with issued shares of Common Stock.
The Registrant's Restated Certificate of Incorporation provides for the
classification of the Board of Directors into three classes of directors as
nearly equal in number as possible. Directors are elected for three-year terms
and in each year only one class of directors is elected. Although no Preferred
Stock is outstanding, any class or series of Preferred Stock may have the right
to elect directors and, subject to the applicable powers, preferences and rights
applicable to such class or series, such directors elected need not be divided
into classes.
The Registrant's Restated Certificate of Incorporation contains provisions
which may have an effect of delaying, deferring or preventing a change in
control of the Registrant. A business combination between the Registrant, or a
subsidiary of the Registrant, and an interested stockholder (generally any
holder of more than 10 percent of the voting power) or an affiliate of an
interested stockholder would require approval of the affirmative vote of 80
percent of the voting power of the Registrant's voting
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stock unless either (a) a majority of the directors who are not affiliated with
the interested stockholder and who were directors before the interested
stockholder acquired its 10 percent interest, has approved the business
combination transaction, or (b) certain form of consideration, minimum price and
procedural conditions are met. If the 80 percent vote required by the Restated
Certificate of Incorporation is obtained in connection with a particular
proposed transaction, the specified conditions would not have to be met and
approval by the requisite directors would not be necessary to consummate the
transaction. A business combination includes a merger or a consolidation of the
Registrant or any subsidiary with an interested stockholder; the sale or other
disposition by the Registrant or a subsidiary of assets or securities having a
value of $10 million or more, if an interested stockholder is a party to the
transaction; the adoption of any plan or proposal for the liquidation or
dissolution of the Registrant proposed by or on behalf of an interested
stockholder, or any reclassification of securities, recapitalization, merger or
other transaction which has the effect directly or indirectly of increasing an
interested stockholder's proportionate interest in the outstanding stock of any
class of the Registrant or subsidiary.
COMMON STOCK
The holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders. Subject to
preferences which may be applicable to any outstanding Preferred Stock, holders
of Common Stock are entitled to receive ratably such dividends as may be
declared by the Board of Directors out of funds legally available therefor. In
the event of liquidation or dissolution of the Registrant, holders of Common
Stock are entitled to share ratably in all assets remaining after payment of
liabilities and the liquidation preference of any outstanding Preferred Stock.
Holders of Common Stock have no preemptive rights and have no rights to
convert their Common Stock into any other securities. Common Stock is not
redeemable. Stockholders do not have the right to cumulate their vote in the
election of directors and, accordingly, the holders of more than 50 percent of
the outstanding shares of Common Stock can elect all the directors in the class
up for election.
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PREFERRED STOCK
The Board of Directors of Registrant is authorized without further action
of the stockholders to issue Preferred Stock in one or more series and may fix
the designations and the powers, preferences and rights of the Preferred Stock.
No class of Preferred Stock is currently outstanding. One million (1,000,000)
shares of Series A Junior Participating Preferred Stock ("Series A Preferred
Stock") have been reserved for issuance, pursuant to the terms of a Rights
Agreement, dated as of February 24, 1996, between the Registrant and First
Chicago Trust Company of New York, as Rights Agent, in connection with the
rights described below.
RIGHTS
The description of the Registrant's rights to purchase Series A
Preferred Stock ("Rights") is contained in the Registrant's registration
statement on Form 8-A, filed on February 28, 1996, as such filing may be
amended from time to time, to register the Rights under Section 12(b) of
the Securities Exchange Act of 1934, as amended. The Rights were issued on
March 11, 1996.
ITEM 2. EXHIBITS
The following exhibits required in accordance with Part II to the
Instructions as to exhibits on Form 8-A have been duly filed with the New York
Stock Exchange, Inc. and the Pacific Exchange, Inc.:
1. Annual Report on Form 10-K for the year ended December 31, 1996.
2. (a) Proxy Statement dated March 28, 1997 for the Annual Meeting of
Stockholders held May 9, 1997.
(b) Proxy Statement dated September 19, 1997 for a Special Meeting of
Stockholders held October 22, 1997.
3. (a) Restated Certificate of Incorporation.
(b) By-Laws, as amended through December 16, 1996.
(c) Amended and Restated Stockholder's Agreement between Henkel KGaA and
Ecolab Inc. dated June 26, 1991.
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4. Form of Common Stock Certificate.
5. Annual Report to Stockholders for the year ended December 31, 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.
Date: November 21, 1997 ECOLAB INC.
(Registrant)
By: /s/ Kenneth A. Iverson
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Kenneth A. Iverson
Vice President and Secretary
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