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) December 16, 1996
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ECOLAB INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-9328 41-0231510
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(Commission File Number) (IRS Employer
Identification No.)
Ecolab Center, 370 N. Wabasha, St. Paul, Minnesota 55102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, include area code: 612-293-2233
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(Not applicable)
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(Former name or former address, if changed from last report.)
Item 5. OTHER EVENTS.
On December 16, 1996, the Board of Directors of Ecolab Inc. (the
"Corporation") approved certain amendments to the Corporation's By-Laws. The
following summary of the principal amendments to the Corporation's By-Laws does
not purport to be complete and is subject to, and qualified in its entirety by
reference to, the amended By-laws which are attached as an exhibit to this
Report and incorporated herein by reference.
Sections 3 and 4 of Article II of the Corporation's By-Laws have been
amended to provide for certain advance notice and informational requirements for
any new business or any director nomination which a stockholder wishes to
propose for consideration at an annual meeting of stockholders. Formerly, the
Corporation's By-Laws did not contain any provisions relating to stockholder
proposals or nominations of candidates for election as directors. Under the
amended By-Laws, a stockholder who wishes to submit such a proposal or
nomination must be a stockholder of record both at the time notice of the
proposal or nomination is given and as of the record date for the annual meeting
in question. Except as noted below, a stockholder's notice, to be timely, must
be delivered to the Corporation not less than 90 days nor more than 135 days
prior to the anniversary date of the immediately preceding annual meeting of
stockholders. In the event that the annual meeting of stockholders in any year
is not within 30 days before or after such an anniversary date, then a
stockholder's notice must be delivered to the Corporation not later than the
close of business on the tenth day following the day on which notice of the date
of the annual meeting was mailed or was publicly disclosed, whichever first
occurs. Additionally, if the number of directors to be elected to the Board of
Directors is increased and there is no public disclosure by the Corporation
naming all of the nominees for director or specifying the size of the increased
Board of Directors at least 100 days prior to such an anniversary date, then a
stockholder's notice will be timely, but only with respect to nominees for any
new positions created by such increase, if it is delivered to the Corporation
not later than the close of business on the tenth day following the day on which
such public disclosure is first made by the Corporation.
Sections 3 and 4 of Article II further provide that a stockholder notice
must contain certain information intended to identify the stockholder and the
nature of the proposal and, in the case of director nominations, information
comparable to that required under applicable rules and regulations of the
Securities and Exchange Commission. If the Chairman of the annual meeting
determines that any stockholder proposal or nomination is not timely made or
fails to satisfy the informational requirements, such proposal or nomination
will not be considered at the annual meeting.
Nothing in the amended By-Laws shall be deemed to affect any rights of
stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
(3) By-Laws, as amended through December 16, 1996.
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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.
ECOLAB INC.
By: /s/ Kenneth A. Iverson
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Kenneth A. Iverson
Vice President and Secretary
Dated: December 16, 1996
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EXHIBIT INDEX
PAPER (P) OR
EXHIBIT DESCRIPTION ELECTRONIC (E)
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(3) By-Laws, as amended E
through December 16, 1996
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