ECOLAB INC. — Capital/Financing Update 2008

Nov 18, 2008

8-K 1 a08-28672_18k.htm 8-K

*UNITED STATES SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*FORM 8-K*

*CURRENT REPORT*

*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

*ECOLAB INC.*

(Exact name of registrant as specified in its charter)

Delaware	1-9328	41-0231510
(State or other
jurisdiction of	(Commission File
Number)	(IRS Employer
Identification
incorporation)		No.)
370
Wabasha Street North, Saint Paul, Minnesota		55102
(Address of principal
executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 651-293-2233

*(Not applicable)*

(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):

| o Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| --- |
| o Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240 240.14a-12) |
| o Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| o Pre-commencement communications
pursuant to Rule 13a-4(c) under the Exchange Act (17 CRF
240.13e-4(c)) |

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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 Company’s 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 .

(d) Exhibits.

1.1 Underwriting Agreement, by and among Ecolab Inc., Henkel AG & Co. KGaA, Henkel Corporation and Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters listed therein

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SIGNATURE

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.

/s/ Sarah Z. Erickson
By: Sarah Z. Erickson
Its: Assistant Secretary

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EXHIBIT INDEX

Exhibit No.	Description	Method Of Filing
1.1	Underwriting Agreement, by and among Ecolab Inc.,
Henkel AG & Co. KGaA, Henkel Corporation and Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
representatives of the several underwriters listed therein	Filed herewith electronically

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