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| ECL > SEC Filings for ECL > Form 8-K on 18-Nov-2008 | All Recent SEC Filings |
18-Nov-2008
Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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.
(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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