<PAGE>
- -------------------------------------------------------------------------------
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
(651) 293-2233
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive
offices)
----------------------
HENKEL-ECOLAB
GERMAN MANAGERS' STOCK PROGRAM
(Full title of the plan)
----------------------
KENNETH A. IVERSON
VICE PRESIDENT AND SECRETARY
ECOLAB INC.
ECOLAB CENTER
370 NORTH WABASHA STREET
ST. PAUL, MINNESOTA 55102
(651) 293-2125
(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) 60,000 shares $ 29.34375 $ 1,760,625.00 $ 519.38
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) 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 August 21, 1998 as reported
on the New York Stock Exchange.
(2) Each share of Common Stock includes one-half share of an associated
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,
1997; (2) Quarterly Reports on Form 10-Q for the periods ended March 31 and
June 30, 1998; (3) Current Reports on Form 8-K, dated February 20 and July
14, 1998; (4) 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, 1997; and (5) the descriptions of the
Company's Common Stock, Preferred Stock and Rights contained in its
Registration Statements on Form 8-A, including any amendments or reports
filed for the purpose of updating such descriptions.
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,
1997, and incorporated by reference in this Registration Statement, have been
audited by PricewaterhouseCoopers LLP (on July 1, 1998, Coopers & Lybrand
L.L.P. merged with Price Waterhouse LLP to form PricewaterhouseCoopers LLP),
independent accountants, for the periods indicated in such firm's reports
thereon. The consolidated financial statements and financial statement
schedule audited by PricewaterhouseCoopers LLP 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
PricewaterhouseCoopers LLP 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 this
Registration Statement in reliance upon their reports and said authority.
With respect to unaudited interim financial information incorporated in
this Registration Statement by reference, PricewaterhouseCoopers LLP has
reported that they have applied limited procedures in accordance with
professional standards for reviews on such information. However, their
separate reports, incorporated in this Registration Statement by reference,
state that they did not audit and they do not express an opinion on that
interim financial information. Accordingly, the degree of reliance of their
reports on such information should be restricted in light of the limited
nature of the review procedures applied. The independent 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 independent
accountants within the meanings of Sections 7 and 11 of the Securities Act.
In addition, the combined financial statements and financial statement
schedule of the
2
<PAGE>
Henkel-Ecolab Joint Venture, which are included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1997, and incorporated by
reference in this Registration Statement, have been audited by KPMG Deutsche
Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprufungsgesellschaft,
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
Wirtschaftsprufungsgesellschaft have been incorporated herein by reference in
reliance on such firm's reports given upon their authority as experts in
accounting and auditing.
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 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
3
<PAGE>
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable - no securities are to be re-offered or resold pursuant
to this Registration Statement.
4
<PAGE>
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Company (incorporated
by reference to Exhibit (3) to the Company's Current Report on
Form 8-K dated October 22, 1997 (File No. 1-9328).
4.2 Bylaws of the Company, as amended through February 20, 1998
(incorporated by reference to Exhibit (3)B to the Company's Annual
Report on Form 10-K for the year ended December 31, 1997 (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 PricewaterhouseCoopers LLP regarding unaudited interim
financial information (filed herewith electronically).
23.1 Consent of PricewaterhouseCoopers LLP (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.
(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 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;
(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
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
5
<PAGE>
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.
(b) 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.
(c) 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.
6
<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 August 25, 1998.
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 August 25, 1998 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 Les S.
Biller, Ruth S. Block, James J.
Howard, Joel W. Johnson, Jerry W.
Levin, Richard L. Schall, Roland
Schulz, Philip L. Smith, Hugo
Uyterhoeven and Albrecht Woeste
Director Not Signing:
Reuben F. Richards
7
<PAGE>
INDEX TO EXHIBITS
ITEM
NO. DESCRIPTION METHOD OF FILING
- ---- ----------- ----------------
4.1 Restated Certificate of Incorporation of Incorporated by reference
the Company.............................. to Exhibit (3) to the
Company's Current Report
on Form 8-K dated October
22, 1997 (File No. 1-
9328).
4.2 Bylaws of the Company, as amended Incorporated by reference
through February 20, 1998................ to Exhibit (3)B to the
Company's Annual Report
on Form 10-K for the year
ended December 31
1997(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 Incorporated by reference
24, 1996, between the Company and to Exhibit 4 to the
First Chicago Trust Company of New Company's Current Report
York, as Rights Agent.................... on Form 8-K dated
February 24, 1996 (File
No. 1-9328).
15.1 Letter of PricewaterhouseCoopers LLP Filed herewith
regarding unaudited interim financial electronically.
information..............................
23.1 Consent of PricewaterhouseCoopers LLP.... Filed herewith
electronically.
23.2 Consent of KPMG Deutsche Treuhand- Filed herewith
Gesellschaft electronically.
Aktiengesellschaft.......................
24.1 Powers of Attorney....................... Filed herewith
electronically.
8
<PAGE>
Exhibit 15.1
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: ECOLAB INC. REGISTRATION STATEMENT ON FORM S-8
HENKEL-ECOLAB GERMAN MANAGERS' STOCK PROGRAM
We are aware that our reports dated April 24, 1998 and July 21, 1998 on our
reviews of unaudited interim financial information of Ecolab Inc. for the
periods ended March 31, 1998 and 1997, and June 30, 1998 and 1997, and
included in the Company's quarterly reports on Form 10-Q for the quarters
ended March 31, 1998 and June 30, 1998, 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.
PRICEWATERHOUSECOOPERS LLP
/s/PricewaterhouseCoopers LLP
Saint Paul, Minnesota
August 25, 1998
<PAGE>
Exhibit 23.1
CONSENT OF PRICEWATERHOUSECOOPERS LLP
We consent to the incorporation by reference in this Registration Statement of
Ecolab Inc. on Form S-8 of our reports dated February 23, 1998, on our audits of
the consolidated financial statements and related financial statement schedule
of Ecolab Inc. as of December 31, 1997, 1996 and 1995 and for the years ended
December 31, 1997, 1996 and 1995, which reports are included or incorporated by
reference in Ecolab Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1997. We also consent to the references to our firm under the
caption "Incorporation of Documents by Reference."
PRICEWATERHOUSECOOPERS LLP
/s/PricewaterhouseCoopers LLP
Saint Paul, Minnesota
August 25, 1998
<PAGE>
Exhibit 23.2
CONSENT OF KPMG DEUTSCHE TREUHAND-GESELLSCHAFT
AKTIENGESELLSCHAFT WIRTSCHAFTSPRUFUNGSGESELLSCHAFT
We consent to the incorporation by reference in this Registration Statement of
Ecolab Inc. on Form S-8 of our report dated January 23, 1998, on our audit of
the combined financial statements and schedule of the Henkel-Ecolab Joint
Venture as of November 30, 1997, 1996 and 1995 and for the periods beginning
December 1, 1996, 1995 and 1994 and ended November 30, 1997, 1996 and 1995,
which report is included in Ecolab Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1997. We also consent to the references to our firm
under the caption "Incorporation of Documents by Reference."
Dusseldorf, Germany
August 25, 1998
KPMG DEUTSCHE TREUHAND-GESELLSCHAFT
AKTIENGESELLSCHAFT
WIRTSCHAFTSPRUFUNGSGESELLSCHAFT
/s/Stefan Haas /s/Bernard Momken
Stefan Haas Bernard 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
60,000 shares of Ecolab Inc. Common Stock, par value $1 per share, and Preferred
Stock Purchase Rights associated with the Common Stock, for a stock purchase
plan described as the "Henkel-Ecolab German Managers' Stock Program", 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 14th day of
August, 1998.
/s/Les Biller
-------------------------------
Les Biller
<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
60,000 shares of Ecolab Inc. Common Stock, par value $1 per share, and Preferred
Stock Purchase Rights associated with the Common Stock, for a stock purchase
plan described as the "Henkel-Ecolab German Managers' Stock Program", 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 14th day of
August, 1998.
/s/Ruth Block
-------------------------------
Ruth 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
60,000 shares of Ecolab Inc. Common Stock, par value $1 per share, and Preferred
Stock Purchase Rights associated with the Common Stock, for a stock purchase
plan described as the "Henkel-Ecolab German Managers' Stock Program", 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 14th day of
August, 1998.
/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
60,000 shares of Ecolab Inc. Common Stock, par value $1 per share, and Preferred
Stock Purchase Rights associated with the Common Stock, for a stock purchase
plan described as the "Henkel-Ecolab German Managers' Stock Program", 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 14th day of
August, 1998.
/s/Joel W. Johnson
-------------------------------
Joel W. Johnson
<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
60,000 shares of Ecolab Inc. Common Stock, par value $1 per share, and Preferred
Stock Purchase Rights associated with the Common Stock, for a stock purchase
plan described as the "Henkel-Ecolab German Managers' Stock Program", 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 17th day of
August, 1998.
/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
60,000 shares of Ecolab Inc. Common Stock, par value $1 per share, and Preferred
Stock Purchase Rights associated with the Common Stock, for a stock purchase
plan described as the "Henkel-Ecolab German Managers' Stock Program", 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 14th day of
August, 1998.
/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
60,000 shares of Ecolab Inc. Common Stock, par value $1 per share, and Preferred
Stock Purchase Rights associated with the Common Stock, for a stock purchase
plan described as the "Henkel-Ecolab German Managers' Stock Program", 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 14th day of
August, 1998.
/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
60,000 shares of Ecolab Inc. Common Stock, par value $1 per share, and Preferred
Stock Purchase Rights associated with the Common Stock, for a stock purchase
plan described as the "Henkel-Ecolab German Managers' Stock Program", 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 14th day of
August, 1998.
/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
60,000 shares of Ecolab Inc. Common Stock, par value $1 per share, and Preferred
Stock Purchase Rights associated with the Common Stock, for a stock purchase
plan described as the "Henkel-Ecolab German Managers' Stock Program", 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 14th day of
August, 1998.
/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
60,000 shares of Ecolab Inc. Common Stock, par value $1 per share, and Preferred
Stock Purchase Rights associated with the Common Stock, for a stock purchase
plan described as the "Henkel-Ecolab German Managers' Stock Program", 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 14th day of
August, 1998.
/s/Albrecht Woeste
-------------------------------
Albrecht Woeste
