<PAGE>
As filed with the Securities and Exchange Commission on January 20, 1999
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
(651) 293-2233
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive
offices)
----------------------
ECOLAB LIMITED -
ECOLAB NEW ZEALAND SHARE PURCHASE PLAN
(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
----------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED OFFERING PRICE PER SHARE(1) AGGREGATE OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, par value
$1.00 per share(2). . . . . 50,000 shares $ 35.8125 $ 1,790,625.00 $ 497.79
</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 (the "Securities Act"), on the basis of the average between the
high and low reported sale prices of the Registrant's Common Stock on
January 15, 1999 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, June 30 and September 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 of 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 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
2
<PAGE>
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. Commencing with the Henkel-Ecolab Joint Venture's
fiscal year ended November 30, 1998, PricewaterhouseCoopers Deutsche Revision
Aktiengesellschaft Wirtschaftsprufungsgesellschaft has been engaged to audit
the combined financial statements and financial statement schedule of the
Henkel-Ecolab Joint Venture. To the extent that PricewaterhouseCoopers
Deutsche Revision Aktiengesellschaft Wirtschaftsprufungsgesellschaft examines
and reports on the financial statements and 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 this
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
3
<PAGE>
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.
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
Wirtschaftsprufungsgesellschaft (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;
(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 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
5
<PAGE>
Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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
may be permitted to directors, officers and controlling persons of the
Registrant, the Registrant has been advised that in the opinion of the
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 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.
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 January 19, 1999.
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 January 19, 1999 by the following
persons in the capacities indicated.
/s/ Allan L. Schuman
- ----------------------------------- President and Chief Executive Officer
Allan L. Schuman (Principal Executive Officer) and
Director
/s/ Michael E. Shannon
- ----------------------------------- Chairman of the Board, Chief Financial
Michael E. Shannon and Administrative Officer (Principal
Financial Officer) and Director
/s/ Arthur E. Henningsen, Jr.
- ----------------------------------- Senior Vice President and Controller
Arthur E. Henningsen, Jr. (Principal Accounting Officer)
/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, Reuben F. Richards,
Richard L. Schall, Roland Schulz,
Philip L. Smith, Hugo Uyterhoeven
and Albrecht Woeste
7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
ITEM
NO. DESCRIPTION METHOD OF FILING
- ---- ----------- ----------------
<S> <C> <C>
4.1 Restated Certificate of Incorporated by reference to Exhibit (3) to the
Incorporation of the Company's Current Report on Form 8-K dated
Company........................ October 22, 1997 (File No. 1-9328).
4.2 Bylaws of the Company, as Incorporated by reference to Exhibit (3)B to the
amended through Company's Annual Report on Form 10-K for the year
February 20, 1998.............. ended December 31 1997(File No. 1-9328).
4.3 Form of Common Stock Incorporated by reference to Exhibit 4(B)
Certificate.................... 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
February 24, 1996, between the Company's Current Report on Form 8-K dated
Company and First Chicago Trust February 24, 1996 (File No. 1-9328)
Company of New York, as Rights
Agent..........................
15.1 Letter of PricewaterhouseCoopers Filed herewith electronically.
LLP regarding unaudited interim
financial information..........
23.1 Consent of PricewaterhouseCoopers Filed herewith electronically.
LLP............................
23.2 Consent of KPMG Deutsche Filed herewith electronically.
Treuhand - Gesellschaft
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft
24.1 Powers of Filed herewith electronically.
Attorney.......................
</TABLE>
<PAGE>
Exhibit 15.1
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: ECOLAB LIMITED - ECOLAB NEW ZEALAND SHARE PURCHASE PLAN
We are aware that our reports dated April 24, 1998, July 21, 1998 and October
20, 1998 on our reviews of unaudited financial information of Ecolab Inc for the
periods ended March 31, 1998 and 1997, June 30, 1998 and 1997 and September 30,
1998 and 1997, respectively, and included in the Company's quarterly reports on
Form 10-Q for the quarters ended March 31, 1998, June 30, 1998, and September
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 Statements prepared
or certified by us within the meaning of Sections 7 and 11 of that Act.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Saint Paul, Minnesota
January 19, 1999
<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."
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Saint Paul, Minnesota
January 19, 1999
<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
January 19, 1999
KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft
/s/ Stefan Haas /s/ Bernhard Momken
Stefan Haas Bernhard Momken
Wirtschaftsprufer Wirtschaftsprufer
<PAGE>
Exhibit 24.1
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
50,000 shares of Ecolab Inc. Common Stock, par value $1 per share, and Preferred
Stock Purchase Rights associated with the Common Stock, for the Ecolab Limited -
Ecolab New Zealand Share 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.
IN WITNESS WHEREOF, I have hereunto affixed my signature this 18th day of
December, 1998.
/s/ Les S. Biller
-------------------------------------
Les S. 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
50,000 shares of Ecolab Inc. Common Stock, par value $1 per share, and Preferred
Stock Purchase Rights associated with the Common Stock, for the Ecolab Limited -
Ecolab New Zealand Share 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.
IN WITNESS WHEREOF, I have hereunto affixed my signature this 18th day of
December, 1998.
/s/ Ruth S. Block
-------------------------------------
Ruth S. 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
50,000 shares of Ecolab Inc. Common Stock, par value $1 per share, and Preferred
Stock Purchase Rights associated with the Common Stock, for the Ecolab Limited -
Ecolab New Zealand Share 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.
IN WITNESS WHEREOF, I have hereunto affixed my signature this 18th day of
December, 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
50,000 shares of Ecolab Inc. Common Stock, par value $1 per share, and Preferred
Stock Purchase Rights associated with the Common Stock, for the Ecolab Limited -
Ecolab New Zealand Share 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.
IN WITNESS WHEREOF, I have hereunto affixed my signature this 18th day of
December, 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
50,000 shares of Ecolab Inc. Common Stock, par value $1 per share, and Preferred
Stock Purchase Rights associated with the Common Stock, for the Ecolab Limited -
Ecolab New Zealand Share 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.
IN WITNESS WHEREOF, I have hereunto affixed my signature this 18th day of
December, 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
50,000 shares of Ecolab Inc. Common Stock, par value $1 per share, and Preferred
Stock Purchase Rights associated with the Common Stock, for the Ecolab Limited -
Ecolab New Zealand Share 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.
IN WITNESS WHEREOF, I have hereunto affixed my signature this 17th day of
December, 1998.
/s/ Reuben F. Richards
-------------------------------------
Reuben F. Richards
<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
50,000 shares of Ecolab Inc. Common Stock, par value $1 per share, and Preferred
Stock Purchase Rights associated with the Common Stock, for the Ecolab Limited -
Ecolab New Zealand Share 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.
IN WITNESS WHEREOF, I have hereunto affixed my signature this 18th day of
December, 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
50,000 shares of Ecolab Inc. Common Stock, par value $1 per share, and Preferred
Stock Purchase Rights associated with the Common Stock, for the Ecolab Limited -
Ecolab New Zealand Share 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.
IN WITNESS WHEREOF, I have hereunto affixed my signature this 18th day of
December, 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
50,000 shares of Ecolab Inc. Common Stock, par value $1 per share, and Preferred
Stock Purchase Rights associated with the Common Stock, for the Ecolab Limited -
Ecolab New Zealand Share 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.
IN WITNESS WHEREOF, I have hereunto affixed my signature this 18th day of
December, 1998.
/s/ Phillip L. Smith
-------------------------------------
Phillip 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
50,000 shares of Ecolab Inc. Common Stock, par value $1 per share, and Preferred
Stock Purchase Rights associated with the Common Stock, for the Ecolab Limited -
Ecolab New Zealand Share 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.
IN WITNESS WHEREOF, I have hereunto affixed my signature this 18th day of
December, 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
50,000 shares of Ecolab Inc. Common Stock, par value $1 per share, and Preferred
Stock Purchase Rights associated with the Common Stock, for the Ecolab Limited -
Ecolab New Zealand Share 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.
IN WITNESS WHEREOF, I have hereunto affixed my signature this 18th day of
December, 1998.
/s/ Albrecht Woeste
-------------------------------------
Albrecht Woeste
