01—Abstract
Summary
Summary of the 8-K filed January 2, 2013. Cited figures are marked; the original filing is the authoritative source.
Ecolab Inc. (ECL) filed an 8-K report on January 2, 2013, to disclose significant corporate actions related to its charter documents.
The primary event was the filing of a Certificate of Elimination for its Series A Junior Participating Preferred Stock with the Delaware Secretary of State. This action was taken following the expiration of the company's Amended and Restated Rights Agreement on December 31, 2012. The elimination of this preferred stock series effectively returns the associated 400,000 reserved shares to their status as authorized but unissued preferred stock.
In conjunction with the Certificate of Elimination, Ecolab also filed a Restated Certificate of Incorporation. This filing served to integrate and restate the company's charter provisions as of January 2, 2013, without introducing new amendments beyond those already established in the May 2012 Restated Certificate of Incorporation. These actions are administrative in nature, reflecting the termination of a shareholder rights plan and a consolidation of the company's foundational corporate documents.
02—Key points
Key Highlights
- Ecolab filed a Certificate of Elimination for its Series A Junior Participating Preferred Stock.
- This action was a direct result of the expiration of the company's shareholder rights agreement on December 31, 2012.
- The filing returns 400,000 shares of Series A Junior Participating Preferred Stock to authorized but unissued status.
- A new Restated Certificate of Incorporation was filed to reflect these changes and consolidate existing provisions.
- The January 2013 Restated Certificate of Incorporation does not introduce new amendments beyond the May 2012 version.
- These filings are primarily administrative and reflect a normal corporate governance process.
- The event date for the earliest reported event is January 1, 2013.
03—Questions
Frequently Asked Questions
What is the main purpose of this 8-K filing?
The main purpose of this 8-K filing is to report the administrative actions taken by Ecolab Inc. following the expiration of its shareholder rights agreement. Specifically, it announces the elimination of a series of preferred stock and the filing of an updated Restated Certificate of Incorporation.
What happened to the Series A Junior Participating Preferred Stock?
Following the expiration of the rights agreement, Ecolab filed a Certificate of Elimination to remove the Series A Junior Participating Preferred Stock from its charter. The 400,000 shares reserved for this stock have now resumed their status as authorized but unissued shares of preferred stock.
Does this filing indicate any changes in Ecolab's business operations or financial performance?
No, this filing is primarily administrative and relates to corporate governance and charter documents. It does not disclose any new financial information, operational changes, or material business developments that would directly impact the company's performance.
What is the significance of the Restated Certificate of Incorporation filing?
The filing of the Restated Certificate of Incorporation integrates and restates the company's charter provisions as of January 2, 2013. It serves to consolidate existing terms and reflect the elimination of the Series A Preferred Stock, ensuring the company's foundational legal documents are current and accurate, without introducing new amendments beyond those previously established.
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