Business Context and Reporting Period
Company: Ecolab Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: January 2, 2013
Reporting Period: The filing addresses corporate governance actions taken on January 2, 2013, following the expiration of a Rights Agreement on December 31, 2012.
Key Financial Metrics
This filing is a corporate governance report and does not contain financial performance data. The text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
- Expiration of Rights Agreement: The Amended and Restated Rights Agreement dated February 14, 2006 (as amended), expired on December 31, 2012.
- Elimination of Preferred Stock: The Company filed a Certificate of Elimination with the Delaware Secretary of State to remove the Series A Junior Participating Preferred Stock from its Restated Certificate of Incorporation.
- Share Status Update: The 400,000 shares of Series A Junior Participating Preferred Stock previously reserved for issuance under the Rights Agreement have resumed their status as authorized but unissued shares of preferred stock.
- Restated Certificate of Incorporation: The Company filed a Restated Certificate of Incorporation (January 2013) to integrate the elimination of the preferred stock provisions. This filing restated and integrated existing provisions without further amending them.
Guidance, Outlook, and Risks
The filing does not contain management commentary, financial guidance, outlook, or specific risk factors. The primary contingency addressed was the scheduled expiration of the Rights Agreement, which has been resolved through the elimination of the associated preferred stock series.
Key Facts for Investor Verification
- Verify the expiration of the poison pill (Rights Agreement) effective December 31, 2012.
- Confirm the filing of the Certificate of Elimination and the January 2013 Restated Certificate of Incorporation with the Delaware Secretary of State.
- Note that 400,000 shares of Series A Junior Participating Preferred Stock are now authorized but unissued.
- Review Exhibits 3.1 and 3.2 attached to the filing for the full legal text of the Certificate of Elimination and the Restated Certificate of Incorporation.