<PAGE>
Original Electronically Transmitted to the Securities and Exchange Commission on
__________, 1998
Registration No. 333-45295
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------
ECOLAB INC.
(Exact name of registrant as specified in its charter)
DELAWARE NO. 41-0231510
(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
ECOLAB CENTER KENNETH A. IVERSON
370 N. WABASHA STREET VICE PRESIDENT AND SECRETARY
ST. PAUL, MN 55102 ECOLAB INC.
(612) 293-2233 ECOLAB CENTER
(ADDRESS, INCLUDING ZIP CODE, AND 370 N. WABASHA STREET
TELEPHONE NUMBER, INCLUDING AREA ST. PAUL, MN 55102
CODE, OF REGISTRANT'S PRINCIPAL (612) 293-2125
EXECUTIVE OFFICES) (NAME, ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
--------------
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED AUGUST 3, 1998
PROSPECTUS
- ---------- ECOLAB INC.
555,018 SHARES OF COMMON STOCK
This Prospectus relates to the proposed sale of up to 555,018 shares (the
"Offered Shares") of the common stock, par value $1.00 per share (the "Common
Stock"), of Ecolab Inc. ("Ecolab" or the "Company") which may be offered for
sale from time to time by Barry Graceman, Sherman Gleekel and Three G
Enterprises, Inc. ("Three G") (collectively the "Selling Stockholders"). See
"Selling Stockholders." The Company will not receive any proceeds from the sale
of the Offered Shares.
The sale, transfer and/or distribution of the Offered Shares by the Selling
Stockholders, or by their pledgees, donees, transferees or other successors in
interest, may be effected from time to time through brokers, agents, dealers or
underwriters in one or more transactions (which may involve crosses and princi
pal trades, including block transactions), in special offerings, negotiated
transactions, exchange distributions or secondary distributions, or in
connection with short-sale transactions, or otherwise, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. In addition, any offered shares that qualify
for sale pursuant to Rule 144 under the Securities Act of 1933, as amended (the
"Securities Act"), may be sold under Rule 144 rather than pursuant to this
Prospectus. To the extent required, the specific Offered Shares to be sold, the
name of the Selling Stockholders, the purchase price, the public offering price,
the name of any such brokers, agents, dealers or underwriters, and any
applicable commission or discount with respect to a particular offer will be set
forth in an accompanying Prospectus Supplement. See "Plan of Distribution."
The Common Stock is listed on the New York Stock Exchange ("NYSE") and Pacific
Exchange and traded under the symbol "ECL." On July 30, 1998, the closing
price of the Company's Common Stock as reported for The New York Stock Exchange,
Inc. Composite Transaction Reporting System was $32.00 per share.
The purpose of this offering is to register 555,018 shares of Common Stock
issued by the Company in connection with that certain Asset Purchase Agreement,
dated December 8, 1997 (the "Asset Purchase Agreement"), among Ecolab, Grace-Lee
Products, Incorporated, a Minnesota corporation ("Grace-Lee"), Barry Graceman,
Sherman Gleekel and Mimi Gleekel, as adjusted for the Company's two-for-one
stock split ("Stock Split") effected in the form of a 100% stock dividend,
payable on January 15, 1998 to the holders of record of shares of Common Stock
at the close of business on December 26, 1997.
Upon any sale of the Common Stock offered hereby, the Selling Stockholders
and participating agents, brokers and dealers may be deemed to be underwriters
as that term is defined in the Securities Act, and commissions or discounts or
any profit realized on the resale of such securities purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act.
No underwriter is initially being utilized in connection with this
offering. The Company will pay all expenses incurred in connection with this
offering other than fees and expenses (including underwriting fees and selling
commissions) of the Selling Stockholders. See "Plan of Distribution."
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------
The date of this Prospectus is __________________, 19__.
<PAGE>
AVAILABLE INFORMATION
Ecolab is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
therewith, files periodic reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). The Company's
filings may be inspected and copied or obtained by mail upon payment of the
Commission's prescribed rates at the public reference facilities maintained by
the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and
at the regional offices of the Commission located at 7 World Trade Center, Suite
1300, New York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, and copies of such material can be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. The Commission maintains a web site that contains
reports, proxy and information statements and other information. The web site
address is http://www.sec.gov. The Common Stock, and the preferred stock
purchase rights attached thereto (the "Rights"), are listed on the NYSE and the
Pacific Exchange. The Company's reports, proxy statements and other filings
with the Commission are also available for inspection at the offices of the NYSE
located at 20 Broad Street, New York, New York 10005 and the offices of the
Pacific Exchange, Inc., located at 301 Pine Street, San Francisco, California
94104.
The Company has filed with the Commission a Registration Statement on a
Form S-3 under the Securities Act with respect to the Common Stock offered
hereby. This Prospectus does not contain all of the information set forth in
the Registration Statement and in the amendments, exhibits and schedules
thereto. For further information with respect to the Company and the Common
Stock, reference is made to the Registration Statement, and to the exhibits and
schedules filed therewith. All of these documents may be inspected without
charge at the Commission's principal office in Washington, D.C., and copies
thereof may be obtained from the Commission at the prescribed rates or may be
examined without charge at the public reference facilities of the Commission.
Any statements contained herein concerning the provisions of any document filed
as an exhibit to the Registration Statement or otherwise filed with the
Commission are not necessarily complete, and in each instance reference is made
to the copy of such document so filed. Each such statement shall be qualified
in its entirety by such reference.
INFORMATION INCORPORATED BY REFERENCE
The following documents previously filed by the Company with the Commission
pursuant to the Exchange Act (Commission File No. 1-9328) are incorporated in
and made a part of this Prospectus:
(i) The Company's Annual Report on Form 10-K for the year ended December
31,1997;
(ii) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998; and
(iii) The Company's current report on Form 8-K dated July 14, 1998.
The description of the Common Stock, which is registered under Section
12 of the Exchange Act, is set forth under the caption "Description of
Registrant's Securities to be Registered" contained in the Company's Form
8-A/A dated November 21, 1997, which constitutes Amendment No. 7 to the
Company's Registration Statement on Form 8-A dated November 17, 1986, and the
description of the Rights, which are registered under Section 12 of the
Exchange Act, is set forth under the caption "Description of Registrant's
Securities to be Registered" contained in the Company's Form 8-A/A dated
December 18, 1997, which constitutes Amendment No. 1 to the Company's
Registration Statement on Form 8-A dated February 27, 1996, and such
descriptions are hereby incorporated herein by reference. All documents
which the Company files pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
termination of the offering described herein shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such reports and documents. Any statement contained in a document
incorporated by reference, or deemed to be incorporated by reference, shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
incorporated
2
<PAGE>
document or in any accompanying prospectus supplement modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all
documents described above (other than exhibits thereto, unless such exhibits are
specifically incorporated by reference into the documents that this Prospectus
incorporates). Requests should be addressed to the Corporate Secretary, Ecolab
Inc., Ecolab Center, 370 N. Wabasha Street, St. Paul, Minnesota 55102 (telephone
(612) 293-2233).
THE COMPANY
The Company is engaged in the development and marketing of premium products
and services for the hospitality, institutional and industrial markets. The
Company provides cleaning, sanitizing, pest elimination and maintenance
products, systems and services primarily to hotels and restaurants, foodservice,
healthcare and educational facilities, quickservice (fast-food units),
commercial and institutional laundries, light industry, dairy plants and farms
and food and beverage processors. In addition, the Company and Henkel KGaA of
Dusseldorf, Germany, each have a 50% economic interest in a joint venture which
operates institutional and industrial cleaning and sanitizing businesses in
Europe.
The Company is a Delaware corporation with its principal executive offices
at Ecolab Center, 370 N. Wabasha Street, St. Paul, Minnesota 55102. The
Company's telephone number is (612) 293-2233.
RECENT DEVELOPMENTS
The acquisition by the Company of the Chemicals Business (as defined below)
of Grace-Lee ("Chemicals Business Acquisition") contemplated by the Asset
Purchase Agreement was consummated on December 22, 1997. Pursuant to the Asset
Purchase Agreement, 308,343 shares of Common Stock were issued to Grace-Lee on
December 22, 1997, an additional 308,343 shares of Common Stock were issued to
Grace-Lee on January 15, 1998 in connection with the Stock Split and an
additional 18,633 shares were issued to Grace-Lee on May 11, 1998 in connection
with a purchase price adjustment. These shares were subsequently transferred to
the Selling Stockholders pursuant to the Plan of Liquidation of Grace-Lee dated
December 31, 1997 (the "Grace-Lee Liquidation"). Only 555,018 of these shares
constitute the Offered Shares to which this prospectus relates. The principal
activities of the business acquired by the Company are the manufacture and
distribution of cleaning chemicals and related containers and dispensing
equipment and supplies for industrial, janitorial and institutional markets,
including for use in the car and truck washing industry (the "Chemicals
Business").
On May 12, 1998, the Company entered into an Agreement and Plan of Merger
with GCS Service, Inc. ("GCS"), a Danbury, Connecticut - based provider of
commercial kitchen equipment repair services, to acquire all of the shares of
GCS in exchange for shares of Common Stock having a value of approximately $26
million, subject to closing adjustments. GCS sales were $48 million for the
fiscal year ended September 30, 1997. The Company completed its purchase of GCS
on July 14, 1998 and issued 850,445 shares to the GCS shareholders. The number
of issued shares is subject to customary post-closing adjustments.
Additionally, on July 21, 1998, the Company issued a press release
announcing results for the second quarter ended June 30, 1998. Consolidated net
sales for the second quarter and for the six-month period ended June 30, 1998
were $468,460,000 and $904,822,000, respectively. Diluted net income per share
for the second quarter and the six-month period ended June 30, 1998 was $0.28
and $0.51, respectively. Consolidated net sales and diluted net income per
share amounts increased at double-digit rates for each of the reporting periods.
3
<PAGE>
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Offered
Shares.
PLAN OF DISTRIBUTION
The Offered Shares may be sold from time to time by the Selling
Stockholders or by their pledgees, donees, transferees or other successors in
interest. The Offered Shares may be offered and sold directly to purchasers or
through underwriters, brokers, dealers or agents, who may receive compensation
in the form of underwriting discounts, concessions, or commissions from the
Selling Stockholders selling as principal and/or the purchasers of the Offered
Shares for whom they may act as agent. The Offered Shares may be sold from time
to time in one or more transactions (which may involve crosses and block
transactions) on the NYSE or the Pacific Exchange and any other stock exchanges
on which the Offered Shares are admitted for trading, pursuant to and in
accordance with the rules of such exchanges, in negotiated transactions or
otherwise, at a fixed offering price, which may be changed, at varying prices
determined at the time of sale, or at negotiated prices. The Selling
Stockholders may effect such transactions by selling Offered Shares to or
through securities broker-dealers, and such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Stockholders and/or purchasers of Offered Shares for whom such
broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).
If any broker-dealer purchases the Offered Shares as principal it may
effect resales of the Offered Shares from time to time to or through other
broker-dealers, and the other broker-dealers may receive compensation in the
form of concessions or commissions from the principals and/or the purchasers of
the Offered Shares for whom they may act as agents. The Selling Stockholders
and any underwriter, dealer or agent that participates in the distribution of
the Offered Shares may be deemed underwriters under the Securities Act, and any
profit on the sale of the Offered Shares by them and any discounts, commissions,
concessions or other compensation received by any such underwriters, dealers or
agents may be deemed to be underwriting discounts and commissions under the
Securities Act.
In addition, any Offered Shares that qualify for sale pursuant to Rule 144
under the Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus. The Selling Stockholders may, on an individual basis, from time to
time following the effective date of the Registration Statement of which this
Prospectus is a part, sell shares of Common Stock in short-sale transactions
(including, without limitation, selling short against the box) and use some or
all of the Offered Shares to cover such transactions.
At the time a particular offer of the Offered Shares is made, to the extent
required, a Prospectus Supplement will be distributed which will set forth the
number of shares of Common Stock being offered and the terms of the offering,
including the name or names of any underwriters, brokers, dealers or agents
(whether such party is acting as a principal or as agent for the Selling
Stockholders), any discounts, commissions, concessions and other items
constituting compensation from the Selling Stockholders and any discounts,
commissions or concessions allowed or re-allowed or paid to dealers.
The terms of the Asset Purchase Agreement provide for the Company to file a
shelf registration statement (the "Shelf Registration Statement") covering the
Offered Shares. Pursuant to the terms of the Three G Enterprises Registration
Agreement dated as of May 26, 1998 between the Company and Three G (the "Three G
Agreement"), the Company has also agreed to include within the Shelf
Registration Statement such of the Offered Shares as are held by Three G. The
Registration Statement of which this Prospectus is a part constitutes the Shelf
Registration Statement. The Company has agreed to use its reasonable efforts to
cause the Shelf Registration Statement to become effective and keep the Shelf
Registration Statement effective until the earlier of (i) such time as all of
the Offered Shares have been disposed of or (ii) December 22, 1998. Under the
terms of the Asset Purchase Agreement and the Three G Agreement, the Selling
Stockholders have agreed to refrain from selling or offering to sell Offered
Shares with this Prospectus in certain circumstances.
4
<PAGE>
To comply with securities laws of certain states, if applicable, the
Offered Shares will be sold in such states only through registered or licensed
brokers or dealers.
The Company will pay all of the expenses incident to the offering and sale
of the Offered Shares to the public other than the fees and expenses (including
underwriting fees and selling commissions) of the Selling Stockholders.
SELLING STOCKHOLDERS
This Prospectus relates to shares of Common Stock that have been acquired
by the Selling Stockholders in connection with the Chemicals Business
Acquisition, the Company's Stock Split and the subsequent Grace-Lee Liquidation.
The Selling Stockholders may offer the Offered Shares with this Prospectus in
accordance with the terms of the Asset Purchase Agreement and the Three G
Agreement.
The following table sets forth the name of each Selling Stockholder and the
number of shares of Common Stock acquired by each Selling Stockholder pursuant
to the Chemicals Business Acquisition, the Company's Stock Split and the
subsequent Grace-Lee Liquidation which are being registered hereby, some or all
of which shares may be sold pursuant to this Prospectus. Besides the Offered
Shares, Barry Graceman beneficially owns 40,181 shares of Common Stock and
Sherman Gleekel beneficially owns 40,120 shares of Common Stock. Three G does
not beneficially own any other shares of Common Stock besides the Offered
Shares. There is no assurance that any of the Selling Stockholders will sell
any or all of the Shares offered by them hereunder.
<TABLE>
<CAPTION>
Shares Covered
Selling Stockholders by this Prospectus
<S> <C>
Barry Graceman 252,368
Sherman Gleekel 250,514
Three G (1) 52,136
</TABLE>
- ---------------
(1) The stockholders of Three G are Barry Graceman and Sherman Gleekel.
Barry Graceman and Sherman Gleekel have been stockholders of Grace-Lee
during the three years prior to the consummation of the Chemicals Business
Acquisition. In addition, during this time, (i) Barry Graceman was the
President and Treasurer and a director of Grace-Lee; and (ii) Sherman Gleekel
was the Executive Vice President and Secretary and a director of Grace-Lee.
Barry Graceman is currently employed by the Company as Vehicle Care Division
Vice President-Sales.
LEGAL MATTERS
Certain legal matters regarding the validity of the shares of Common Stock
offered hereby will be passed upon for the Company by Kenneth A. Iverson, Vice
President and Secretary of the Company.
5
<PAGE>
EXPERTS
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 herein and in the Registration Statement by reference, have been
audited by 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 (on July
1, 1998 Coopers & Lybrand L.L.P. merged with Price Waterhouse LLP to form
PricewaterhouseCoopers LLP) have been incorporated herein and in the
Registration Statement 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 also will be incorporated by reference in this
Prospectus and the Registration Statement in reliance upon their reports and
said authority.
With respect to unaudited interim financial information incorporated herein
and in the 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 herein and in the 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 on 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 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 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 herein and in the Registration Statement by reference, have been
audited by KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftsprufungsgesellschaft, independent accountants for the period
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
and in the Registration Statement by reference in reliance on such firm's
reports given upon their authority as experts in accounting and auditing.
6
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
No dealer, salesman or other person has been authorized to give any information
or to make any representations not contained in, or incorporated by reference
in, this Prospectus in connection with the offering covered by this Prospectus.
If given or made, such information or representations must not be relied upon as
having been authorized. This Prospectus does not constitute an offer to sell or
the solicitation of an offer to buy any securities other than the securities
described in this Prospectus or an offer to sell or the solicitation of an offer
to buy the Common Stock in any jurisdiction where, or to any person to whom, it
is unlawful to make such offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create an
implication that there has not been any change in the facts set forth in this
Prospectus or in the affairs of the Company since the date hereof.
-----------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
Information Incorporated by Reference. . . . . . . . . . . . . . . . . . . . . . . .2
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Recent Developments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
555,018 SHARES
COMMON STOCK
($1.00 Par Value)
---------------------------
ECOLAB INC.
---------------------------
___________________________, 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Registration fee . . . . . . . . . . . . . . . . . . . . $ 4,471.88
--------------
Legal fees and expenses . . . . . . . . . . . . . . . . . 2,000 *
--------------
Accounting fees and expenses . . . . . . . . . . . . . . 7,500 *
--------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,971.88
--------------
--------------
</TABLE>
*Estimated.
ITEM 15. 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 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
II-1
<PAGE>
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 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C>
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)).
5.1 Opinion and Consent of Kenneth A. Iverson.*
15.1 Letter of PricewaterhouseCoopers LLP regarding unaudited interim
financial information (filed herewith electronically).
23.1 Consent of Kenneth A. Iverson (included in Exhibit 5.1).*
23.2 Consent of PricewaterhouseCoopers LLP (filed herewith electronically).
23.3 Consent of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftsprufungsgesellschaft (filed herewith electronically).
24.1 Powers of attorney.*
</TABLE>
- -------------------------
*Filed electronically with the initial filing.
II-2
<PAGE>
ITEM 17. 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) 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 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.
(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 pursuant to the foregoing provisions, or otherwise,
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 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
II-3
<PAGE>
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.
II-4
<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
requirements for filing on Form S-3 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of St. Paul, State of Minnesota.
Dated: August 3, 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 Amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/Allan L. Schuman President and Chief Executive August 3, 1998
- ---------------------------- Officer (Principal Executive
Allan L. Schuman Officer and Director)
/s/Michael E. Shannon Chairman of the Board, Chief August 3, 1998
- ---------------------------- Financial and Administrative
Michael E. Shannon Officer (Principal Financial
Officer and Director)
/s/Arthur E. Henningsen, Jr. Senior Vice President and August 3, 1998
- ---------------------------- Controller (Principal
Arthur E. Henningsen, Jr. Accounting Officer)
/s/Kenneth A. Iverson Directors August 3, 1998
- ----------------------------
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
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
ITEM DESCRIPTION METHOD OF FILING
NO. ----------- ----------------
- ---
<S> <C> <C>
4.1 Restated Certificate of Incorporated by reference to Exhibit (3) to the Company's Current Report
Incorporation of the Company . . . on Form 8-K dated October 22, 1997 (File No. 1-9328).
4.2 Bylaws of the Company, as amended Incorporated by reference to Exhibit (3)B of the Company's Annual Report
through December 15, 1997 . . . . . 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 Incorporated by reference to Exhibit 4 to the Company's Current Report on
February 24, 1996, between the Form 8-K dated February 24, 1996 (File No. 1-9328).
Company and First Chicago Trust
Company of New York, as Rights Agent
5.1 Opinion and Consent of Kenneth A. Filed electronically with the initial filing.
Iverson . . . . . . . . . . . . . .
15.1 Letter of PricewaterhouseCoopers LLP Filed herewith electronically
regarding unaudited interim
financial information.
23.1 Consent of Kenneth A. Iverson . . . Included in Exhibit 5.1 which was filed electronically with the initial
filing.
23.2 Consent of PricewaterhouseCoopers Filed herewith electronically.
LLP. . . . . . . . . . . . . . . .
23.3 Consent of KPMG Deutsche Treuhand- Filed herewith electronically.
Gesellschaft Aktiengesellschaft
Wirtschaftsprufungsgesellschaft . .
24.1 Powers of Attorney . . . . . . . . Filed electronically with the initial filing.
</TABLE>
II-6
<PAGE>
Exhibit 15.1
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM S-3
(REGISTRATION NO. 333-45295)
We are aware that our report dated April 24, 1998 on our reviews of unaudited
interim financial information of Ecolab Inc. for the periods ended March 31,
1998 and 1997, and included in the Company's Quarterly Report on Form 10-Q for
the quarter ended March 31, 1998, 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.
PRICEWATERHOUSECOOPERS LLP
/s/PricewaterhouseCoopers LLP
Saint Paul, Minnesota
August 3, 1998
<PAGE>
Exhibit 23.2
CONSENT OF PRICEWATERHOUSECOOPERS LLP
We consent to the incorporation by reference in this Amendment No. 1 to the
Registration Statement of Ecolab Inc. on Form S-3 (Registration No. 333-45295)
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 "Experts."
PRICEWATERHOUSECOOPERS LLP
/s/PricewaterhouseCoopers LLP
Saint Paul, Minnesota
August 3, 1998
<PAGE>
CONSENT OF KPMG DEUTSCHE TREUHAND-GESELLSCHAFT
AKTIENGESELLSCHAFT WIRTSCHAFTSPRUFUNGSGESELLSCHAFT
We consent to the incorporation by reference in this Registration Statement on
Form S-3 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 reference to our firm under the caption
"Experts".
Dusseldorf, Germany
July 30, 1998
KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft
/s/Stefan Haas /s/Bernhard Momken
Stefan Haas Bernhard Momken
Wirtschaftsprufer Wirtschaftsprufer
