Ecolab 8-K 2008
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 12, 2008
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: 651-293-2233
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Item 1.01 Entry into a Material Definitive Agreement.
On November 12, 2008, Ecolab Inc. (the Company), along with Henkel AG & Co. KGaA and Henkel Corporation (together, the Selling Stockholders), entered into an underwriting agreement (the Underwriting Agreement) with Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters listed therein (the Underwriters), pursuant to which the Selling Stockholders agreed to sell to the Underwriters 61,346,454 shares (the Offered Shares) of common stock of the Company, including 5,576,950 shares pursuant to the option granted to the Underwriters to cover over-allotments. On November 18, 2008, the public offering and sale (the Offering) of all of the Offered Shares contemplated by the Underwriting Agreement was consummated.
The Offering was registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3 (Registration No. 333-155246). The above description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated by reference herein.
The Underwriters and their affiliates have performed, from time to time, and may in the future perform, various investment banking, commercial lending, financial advisory and other services for the Company, including participating as lenders under the Companys credit facilities, arrangers and dealers under our commercial paper programs and book-running managers of our registered debt offering conducted in February 2008, for which they received or will receive customary compensation.
Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.