<PAGE>
As filed with the Securities and Exchange Commission on April 21, 2000.
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
----------
FORM S-3
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 KENNETH A. IVERSON
370 N. WABASHA STREET VICE PRESIDENT AND SECRETARY
ST. PAUL, MINNESOTA 55102 ECOLAB CENTER
(651) 293-2233 370 N. WABASHA STREET
(Address, including zip code, and telephone ST. PAUL, MINNESOTA 55102
number, including area code, of registrant's (651) 293-2125
principal 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 the effective date of this Registration Statement.
---------------
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. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------- ---------------- ------------------- ---------------------- ---------------------
- ------------------------------------------- ---------------- ------------------- ---------------------- ---------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) REGISTRATION FEE (2)
- ------------------------------------------- ---------------- ------------------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per share (3) 424,111 shares $35.71875 $15,148,714.78 (3) $3,999.26
- ------------------------------------------- ---------------- ------------------- ---------------------- ---------------------
- ------------------------------------------- ---------------- ------------------- ---------------------- ---------------------
</TABLE>
(1) In addition, pursuant to rule 416 under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate number of shares as may be issued in respect of stock splits,
stock dividends and similar transactions.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457 under the Securities Act on the basis
of the average of the high and low reported sales prices of the
Registrant's Common Stock on April 18, 2000 on the New York Stock Exchange.
(3) Each share of Common Stock includes one-half share of an associated
preferred stock purchase right (a "Right").
---------------
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>
THE INFORMATION CONTAINED IN THIS PRELIMINARY PROSPECTUS IS NOT
COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE
OFFER OR SALE IS NOT PERMITTED.
- --------------------------------------------------------------------------------
SUBJECT TO COMPLETION, DATED APRIL 21, 2000
PRELIMINARY PROSPECTUS
424,111 SHARES
[GRAPHIC]
COMMON STOCK
-----------------------
This prospectus relates to the proposed sale of 424,111 shares of our
common stock by certain of our stockholders. These stockholders received their
shares in connection with our acquisition of Southwest Sanitary Distributing
Company on February 22, 2000.
The prices at which these selling stockholders may sell their shares
will be determined by the prevailing market price for our common stock or in
negotiated transactions. We will not receive any proceeds from their sale of
such shares.
Our common stock is listed on the New York Stock Exchange and the
Pacific Exchange and trades under the symbol "ECL." On April 18, 2000, the
closing price of a share of our common stock on the New York Stock Exchange was
$35.5625.
-----------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
-----------------------
THE DATE OF THIS PROSPECTUS IS ________________, 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Where You Can Find More Information ....................................................................3
The Company.............................................................................................4
Plan of Distribution....................................................................................4
Selling Stockholders....................................................................................6
Legal Matters...........................................................................................6
Experts.................................................................................................7
</TABLE>
------------------------------
You may rely only on the information contained in this prospectus. We
have not authorized anyone to provide information different from that contained
in this prospectus. Neither the delivery of this prospectus nor the sale of
common stock means that the information contained in this prospectus is correct
after the date of this prospectus. This prospectus is not an offer to sell or a
solicitation of an offer to buy shares of our common stock in any circumstances
under which the offer or solicitation is unlawful.
2
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the Public Reference Room. Our SEC filings are also available to
the public at the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this prospectus
the information contained in the documents we file with them, which means that
we can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part of
this prospectus, and later information that we file with the SEC will update and
supersede this information. We are incorporating by reference the following
documents:
(a) our Annual Report on Form 10-K for the year ended December 31,
1999,
(b) the description of our common stock contained in our registration
statement on Form 8-A/A dated November 21, 1997, including any
subsequent amendments or reports filed for the purpose of updating
such description, and
(c) the description of our preferred stock purchase rights, contained
in our registration statement on Form 8-A/A dated December 18,
1997, including any subsequent amendments or reports filed for the
purpose of updating such description.
We are also incorporating by reference any future filings we make with
the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934 until the distribution is completed. Our SEC file number is 1-9328.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Kenneth A. Iverson
Vice President and Secretary
Ecolab Inc.
Ecolab Center
370 North Wabasha Street
Saint Paul, Minnesota 55102
(651) 293-2125
3
<PAGE>
THE COMPANY
Ecolab Inc. develops and markets premium products and services for the
hospitality, institutional and industrial markets. We provide cleaning,
sanitizing, pest elimination, maintenance and repair products, systems and
services primarily to hotels and restaurants, foodservice, healthcare and
educational facilities, quickservice restaurants (fast-food and other
convenience store units), grocery stores, commercial and institutional
laundries, light industry, dairy plants and farms, food and beverage processors,
pharmaceutical and cosmetics facilities and the vehicle wash industry. In
addition, we have a 50% economic interest in a joint venture with Henkel KGaA of
Dusseldorf, Germany named Henkel-Ecolab. Henkel-Ecolab operates institutional
and industrial cleaning and sanitizing businesses in Europe.
We are incorporated in Delaware and have our principal executive offices
at Ecolab Center, 370 N. Wabasha Street, St. Paul, Minnesota 55102. Our
telephone number is (651) 293-2233.
PLAN OF DISTRIBUTION
We are registering the resale of 424,111 shares of our common stock on
behalf of certain selling stockholders. All of the shares were issued by us in
connection with our acquisition of Southwest Sanitary Distributing Company
pursuant to an Agreement and Plan of Merger dated February 1, 2000. We will not
receive any proceeds from this offering.
The selling stockholders named in the table below or pledgees, donees,
transferees or other successors-in-interest selling shares received from a named
selling stockholder as a pledge, gift, partnership distribution or other
non-sale-related transfer after the date of this prospectus may sell the shares
from time to time. All of such persons are "selling stockholders" as that term
is used in this prospectus. The selling stockholders will act independently of
Ecolab in making decisions with respect to the timing, manner and size of each
sale, except that the selling stockholders have agreed in the Agreement and Plan
of Merger that they will refrain from reselling their shares under this
prospectus in certain circumstances.
Sales by the selling stockholders may be made on one or more exchanges
or in the over-the-counter market or otherwise, at prices and at terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions. The selling stockholders may effect such transactions
by selling the shares to or through broker-dealers. The shares may be sold by
one or more of, or a combination of, the following:
- a block trade in which the broker-dealer so engaged will attempt
to sell the shares as agent but may position and resell a portion
of the block as principal to facilitate the transaction,
- purchases by a broker-dealer as principal and resale by such
broker-dealer for its account pursuant to this prospectus,
- an exchange distribution in accordance with the rules of such
exchange,
- ordinary brokerage transactions and transactions in which the
broker solicits purchasers, and
- in privately negotiated transactions.
In addition, any securities covered by this prospectus which qualify
for sale pursuant to Rule 144 promulgated under the Securities Act may be sold
under Rule 144 rather than pursuant to this prospectus.
4
<PAGE>
To the extent required, this prospectus may be amended or supplemented
from time to time in the manner discussed below to describe a specific plan of
distribution. In effecting sales, broker-dealers engaged by the selling
stockholders may arrange for other broker-dealers to participate in the resales.
The selling stockholders may enter into hedging transactions with
broker-dealers in connection with distributions of the shares or otherwise. In
such transactions, broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with selling stockholders. The
selling stockholders also may sell shares short and redeliver the shares to
close out such short positions. The selling stockholders may enter into option
or other transactions with broker-dealers which require the delivery to the
broker-dealer of the shares. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this prospectus. The selling stockholders also
may loan or pledge the shares to a broker-dealer. The broker-dealer may sell the
shares so loaned, or upon a default the broker-dealer may sell the pledged
shares pursuant to this prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from selling stockholders. Broker-dealers
or agents may also receive compensation from the purchasers of the shares for
whom they act as agents or to whom they sell as principals, or both.
Compensation as to a particular broker-dealer might be in excess of customary
commissions and will be in amounts to be negotiated in connection with the sale.
Broker-dealers or agents and any other participating broker-dealers or the
selling stockholders may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act in connection with sales of the shares.
Accordingly, any such commission, discount or concession received by them and
any profit on the resale of the shares purchased by them may be deemed to be
underwriting discounts or commissions under the Securities Act. The selling
stockholders have advised Ecolab that they have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding
the sale of their securities. There is no underwriter or coordinating broker
acting in connection with the proposed sale of shares by selling stockholders.
The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the shares may not simultaneously engage
in market making activities with respect to our common stock for a period of two
business days prior to the commencement of such distribution. In addition, each
selling stockholder will be subject to applicable provisions of the Exchange Act
and the associated rules and regulations under the Exchange Act, including
Regulation M, which provisions may limit the timing of purchases and sales of
shares of our common stock by the selling stockholders. Because selling
stockholders may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act, the selling stockholders will be subject to the
prospectus delivery requirements of the Securities Act. We will make copies of
this prospectus available to the selling stockholders and have informed them of
the need for delivery of copies of this prospectus to purchasers at or prior to
the time of any sale of the shares. Such delivery may include delivery through
the facilities of the New York Stock Exchange pursuant to Rule 153 under the
Securities Act.
We will file a supplement to this prospectus, if required, pursuant to
Rule 424(b) under the Securities Act upon being notified by a selling
stockholder that any material arrangement has been entered into with a
broker-dealer for the sale of shares through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a broker or
dealer. Such supplement will disclose:
5
<PAGE>
- the name of each such selling stockholder and of the participating
broker-dealer(s),
- the number of shares involved,
- the price at which such shares were sold,
- the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable,
- that such broker-dealer(s) did not conduct any investigation to
verify the information set out or incorporated by reference in
this prospectus, and
- other facts material to the transaction.
In addition, upon being notified by a selling stockholder that a donee,
pledgee, transferee or other successor-in-interest intends to sell more than 500
shares, we will file a supplement to this prospectus.
We will bear all costs, expenses and fees in connection with the
registration of the shares. The selling stockholders will bear all commissions
and discounts, if any, attributable to the sales of the shares. The selling
stockholders may agree to indemnify any broker-dealer or agent that participates
in transactions involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act.
SELLING STOCKHOLDERS
The following table sets forth the number of shares owned by each of
the selling stockholders. The selling stockholders received the shares as the
result of our acquisition of Southwest Sanitary Distributing Company. None of
the selling stockholders has had a material relationship with us within the past
three years other than as a result of their ownership of the shares of our
common stock or their non-officer employment or consulting relationship with us.
Each of the selling stockholders currently owns less than one percent of our
outstanding common stock. A total of 57,940 of the shares are currently held by
us to secure possible purchase price adjustments and indemnification claims
resulting from the acquisition and cannot be sold by the selling stockholders
until they are released from escrow. No estimate can be given as to the amount
of shares that will be held by the selling stockholders after completion of this
offering because the selling stockholders may offer all or some of the shares
and because there currently are no agreements, arrangements or understandings
with respect to the sale of any of the shares. The shares offered by this
prospectus may be offered from time to time by the selling stockholders named
below.
<TABLE>
<CAPTION>
NAME OF SELLING NUMBER OF SHARES
STOCKHOLDER BENEFICIALLY OWNED
<S> <C>
Bobby Cheney................................333,288
Gail Cheney.................................83,323
Scott Latimer...............................7,500
</TABLE>
LEGAL MATTERS
Certain legal matters regarding the validity of the shares of common
stock offered hereby will be passed upon by Kenneth A. Iverson, our Vice
President and Secretary.
6
<PAGE>
EXPERTS
Our consolidated financial statements and related financial statement
schedule, which are included or incorporated by reference in our Annual Report
on Form 10-K for the year ended December 31, 1999, and incorporated by reference
in this prospectus and the related Registration Statement on Form S-3, 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 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 financial statements and
financial statement schedules that we issue 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 prospectus and the
related Registration Statement on Form S-3 in reliance upon their reports and
said authority.
The combined financial statements and related financial statement
schedule of Henkel-Ecolab for the years ended November 30, 1999 and 1998,
which are included in Ecolab's Annual Report on Form 10-K for the year ended
December 31, 1999, and incorporated by reference in this prospectus and the
related Registration Statement on Form S-3, have been audited by
PricewaterhouseCoopers Gesellschaft mit beschrankter Haftung
Wirtschaftsprufungsgesellschaft, independent accountants. The combined
financial statements and related financial statement schedule audited by
PricewaterhouseCoopers Gesellschaft mit beschrankter Haftung
Wirtschaftsprufungsgesellschaft have been incorporated herein by reference in
reliance on such firm's report given upon their authority as experts in
accounting and auditing. To the extent that PricewaterhouseCoopers
Gesellschaft mit beschrankter Haftung Wirtschaftsprufungsgesellschaft
examines and reports on the financial statements and financial statement
schedules of Henkel-Ecolab 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 prospectus and the
related Registration Statement on Form S-3 in reliance upon their reports and
said authority.
The combined financial statements and related financial statement
schedule of the Henkel-Ecolab Joint Venture for the year ended November 30,
1997, which are included in Ecolab's Annual Report on Form 10-K for the year
ended December 31, 1999, and incorporated by reference in this prospectus and
the related Registration Statement on Form S-3, have been audited by KPMG
Deutsche Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftsprufungsgesellschaft, independent accountants. The combined financial
statements and related 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.
7
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Registration fee............................................. $ 4,000
Stock Exchange Listing Fees.................................. 4,300*
Legal fees and expenses...................................... 5,000*
Accounting fees and expenses................................. 10,000*
Miscellaneous................................................ 2,000*
Total............................................... $25,300
=======
*Estimated.
</TABLE>
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.
II-1
<PAGE>
Article V of Ecolab's By-Laws provides for indemnification of Ecolab's
officers and directors to the full extent allowed by Delaware law.
In addition, Article IV of Ecolab's Restated Certificate of
Incorporation provides that Ecolab's directors do not have personal liability to
Ecolab 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 Ecolab or its stockholders for any violation of their
fiduciary duty.
Ecolab 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
Ecolab.
Ecolab 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 Ecolab or is or was serving at the request of Ecolab 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 Ecolab 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,
Ecolab's By-Laws and Restated Certificate of Incorporation, Ecolab's directors
and officers liability insurance coverage and the Indemnification Agreements for
purposes of general description only.
II-2
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
Exhibit Description of Exhibit
- ------- ----------------------
<S> <C>
4.1 Restated Certificate of Incorporation of Ecolab (incorporated by
reference to Exhibit (3) to Ecolab's Current Report on Form 8-K dated
October 22, 1997).
4.2 Bylaws of Ecolab, as amended through February 18, 1999 (incorporated by
reference to Exhibit 3(B) to Ecolab's Annual Report on Form 10-K for
the year ended December 31, 1998 (File No.1-9328)).
4.3 Form of Common Stock Certificate (incorporated by reference to Exhibit
4(B) to Ecolab'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 Ecolab and
First Chicago Trust Company of New York, as Rights Agent (incorporated
by reference to Exhibit 4 to Ecolab's Current Report on Form 8-K dated
February 24, 1996 (File No. 1-9328)).
5.1 Opinion and Consent of Kenneth A. Iverson (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 PricewaterhouseCoopers GmbH (filed herewith electronically).
23.4 Consent of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftsprufungsgesellschaft (filed herewith electronically).
24.1 Powers of Attorney (filed herewith electronically).
</TABLE>
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
II-3
<PAGE>
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 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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of St. Paul, State of Minnesota.
Dated: April 21, 2000 ECOLAB INC.
By: /s/Allan L. Schuman
-------------------
Allan L. Schuman
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/Allan L. Schuman
- ------------------- Chairman of the Board, President and April 21, 2000
Allan L. Schuman Chief Executive Officer (Principal
Executive Officer and Director)
/s/L. White Matthews, III
- -------------------------- Executive Vice President and Chief April 21, 2000
L. White Matthews, III Financial Officer (Principal
Financial Officer)
/s/Steven L. Fritze
- ------------------- Vice President and Controller April 21, 2000
Steven L. Fritze (Principal Accounting Officer)
/s/Kenneth A. Iverson Directors April 21, 2000
- ---------------------
Kenneth A. Iverson, as
attorney-in-fact for Les S. Biller,
Ruth S. Block, Jerry A. Grundhofer,
James J. Howard, William L. Jews
Joel W. Johnson, Jerry W. Levin,
Robert L. Lumpkins, Richard L. Schall,
Hugo Uyterhoeven and Albrecht Woeste
</TABLE>
Directors not signing:
Reuben F. Richards
Roland Schulz
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Item No. Description Method of Filing
- -------- ----------- ----------------
<S> <C> <C>
4.1 Restated Certificate of Incorporation of
Ecolab .................................... Incorporated by reference to Exhibit (3) to
Ecolab's Current Report on Form 8-K dated
October 22, 1997 (File No. 1-9328).
4.2 Bylaws of Ecolab, as amended through
February 18, 1999.......................... Incorporated by reference to Exhibit 3(B) to
Ecolab's Annual Report on Form 10-K for the year
ended December 31, 1998 (File No. 1-9328).
4.3 Form of Common Stock Certificate........... Incorporated by reference to Exhibit 4(B) to
Ecolab'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 Ecolab and
First Chicago Trust Company of New
York, as Rights Agent...................... Incorporated by reference to Exhibit 4 to
Ecolab's Current Report on Form 8-K
dated February 24, 1996 (File No. 1-9328).
5.1 Opinion and Consent of Kenneth A. Iverson.. 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 PricewaterhouseCoopers GmbH..... Filed herewith electronically.
23.4 Consent of KPMG Deutsche
Treuhand-Gesellschaft Aktiengesellschaft
Wirtschaftsprufungsgesellschaft............ Filed herewith electronically.
24.1 Powers of Attorney......................... Filed herewith electronically.
</TABLE>
<PAGE>
EXHIBIT 5.1
April 21, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street NW
Washington, DC 20549
RE: ECOLAB INC. REGISTRATION STATEMENT ON FORM S-3
Gentlemen:
I am Vice President and Secretary of Ecolab Inc. (the "Company"). In that
capacity, I have acted as counsel to Ecolab in connection with the above
referenced Registration Statement on Form S-3 ("Registration Statement"). The
Registration Statement relates to the registration under the Securities Act of
1933, as amended (the "Act"), of the resale of up to 424,111 shares of the
Company's currently issued and outstanding Common Stock, $1.00 par value
("Shares") to be sold by the selling stockholders, as defined in the
Registration Statement. Each of such Shares includes one-half of an associated
Preferred Stock Purchase Right ("Right").
This opinion is delivered in accordance with the requirements of Item 601(b)(5)
of Regulation S-K under the Act.
I have examined (i) the proposed Registration Statement on Form S-3, (ii) the
Rights Agreement between the Company and First Chicago Trust Company of New York
dated as of February 24, 1996 ("Rights Agreement"), (iii) the Agreement and Plan
of Merger dated February 1, 2000 among the Company, ECL Acquisition Corp.,
Southwest Sanitary Distributing Company and Bobby Cheney, Gail Cheney and Scott
Latimer (iv) certain resolutions of the Company's Board of Directors relating to
the Agreement and Plan of Merger and to the issuance and sale and resale of the
Shares and such other documents, corporate records and instruments and such laws
and regulations as I have considered relevant for the purpose of this opinion.
In such examination, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to me
as originals, the conformity to original documents of all documents submitted to
me as certified or photostatic copies and the authenticity of the originals of
such latter documents. Based upon the foregoing, I am of the opinion that the
Shares covered by the Registration Statement will be legally issued, fully paid
and non-assessable when sold pursuant to the Registration Statement and that
one-half of a Right will adhere to each Share.
<PAGE>
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to its use as part of the Registration Statement and
to the reference to me under the caption "Legal Matters" in the Registration
Statement.
Very truly yours,
/s/Kenneth A. Iverson
KAI/dfd
<PAGE>
EXHIBIT 23.2
CONSENT OF PRICEWATERHOUSECOOPERS LLP
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of our report dated February 28, 2000 relating to the consolidated
financial statements of Ecolab Inc., which appears in the 1999 Annual Report to
Shareholders of Ecolab Inc., which is incorporated by reference in Ecolab Inc.'s
1999 Annual Report on Form 10-K for the year ended December 31, 1999. We also
consent to the incorporation by reference of our report dated February 28, 2000
relating to the financial statement schedule of Ecolab Inc., which appears in
Ecolab Inc.'s Annual Report on Form 10-K. We also consent to the references to
us in this Registration Statement under the heading "Experts."
/s/PricewaterhouseCoopers LLP
- -----------------------------
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
April 21, 2000
<PAGE>
EXHIBIT 23.3
CONSENT OF PRICEWATERHOUSECOOPERS GmbH
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of our report dated January 28, 2000, relating to the combined
financial statements and financial statement schedule of Henkel-Ecolab for the
years ended November 30, 1999 and 1998 which appears in Ecolab Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1999. We also consent to the
references to us under the heading "Experts" in this Registration Statement.
/s/PricewaterhouseCoopers GmbH
- ------------------------------
PricewaterhouseCoopers
Gesellschaft mit beschrankter Haftung
Wirtschaftsprufungsgesellschaft
Dusseldorf, Germany
April 19, 2000
<PAGE>
EXHIBIT 23.4
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-3 of our report dated January 23, 1998, relating to the
combined statements of income and comprehensive income, equity and cash flows of
Henkel-Ecolab Joint Venture for the year ended November 30, 1997 and related
schedule, which report appears in Ecolab Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1999. We also consent to the references to our firm
under the caption "Experts."
Dusseldorf, Germany
April 19, 2000
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, L. WHITE MATTHEWS, III and 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-3 relating to the registration under the
Securities Act of 1933 of not more than 424,111 shares of Ecolab Common Stock,
par value $1.00 per share, and Preferred Stock Purchase Rights associated with
the Common Stock, 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 13th day
of April, 2000.
/s/Jerry W. Levin
-----------------
Jerry W. Levin
/s/Robert L. Lumpkins
---------------------
Robert L. Lumpkins
/s/Richard L. Schall
--------------------
Richard L. Schall
IN WITNESS WHEREOF, I have hereunto affixed my signature this 14th day
of April, 2000.
/s/Ruth S. Block
----------------
Ruth S. Block
/s/Joel W. Johnson
------------------
Joel W. Johnson
/s/Albrecht Woeste
------------------
Albrecht Woeste
IN WITNESS WHEREOF, I have hereunto affixed my signature this 17th day
of April, 2000.
/s/Jerry A. Grundhofer
----------------------
Jerry A. Grundhofer
/s/James J. Howard
----------------------
James J. Howard
IN WITNESS WHEREOF, I have hereunto affixed my signature this 18th day
of April, 2000.
/s/Les S. Biller
----------------------
Les S. Biller
/s/Hugo Uyterhoeven
-------------------
Hugo Uyterhoeven
IN WITNESS WHEREOF, I have hereunto affixed my signature this 19th day
of April, 2000.
/s/William L. Jews
----------------------
William L. Jews
