As filed with the Securities and Exchange Commission on July 31, 1997 Registration No. 33-55984 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- ECOLAB INC. -------------- (Exact name of registrant as specified in its charter) Delaware 41-0231510 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) Ecolab Center 370 N. Wabasha Street St. Paul, MN 55102 (Address of Principal Executive Offices) -------------- ECOLAB INC. NON-EMPLOYEE DIRECTOR STOCK-FOR-RETAINER PLAN (Full title of the plan) -------------- William R. Rosengren, Esq. Senior Vice President - Law and General Counsel Ecolab Center 370 N. Wabasha Street St. Paul, MN 55102 (Name and address of agent for service) (612) 293-2233 (Telephone number, including area code, of agent for service) -------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Ecolab Inc., a Delaware corporation (the "Registrant"), hereby amends the Form S-8 Registration Statement No. 33-55984 (the "Registration Statement") by deregistering all shares of common stock, $1.00 per share par value, and the preferred stock purchase rights attached thereto of the Registrant (collectively referred to as the "Offered Shares"), which have not been issued or transferred under the Ecolab Inc. Non-Employee Director Stock-For-Retainer Plan (the "Plan"). The Offered Shares can no longer be issued or transferred under the Plan which was terminated effective May 9, 1997. The Registration Statement was originally filed by the Registrant with the Securities and Exchange Commission on December 21, 1992. This Post-Effective Amendment No. 1 which is made pursuant to the undertakings contained in the Registration Statement is being filed to remove from registration the 127,428 Offered Shares not heretofore issued or transferred pursuant to the Plan. 1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Saint Paul and State of Minnesota, on July 29, 1997. ECOLAB INC. By: /s/ Allan L. Schuman ----------------------------------- Allan L. Schuman President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed on July 29, 1997 by the following persons in the capacities indicated. /s/ Allan L. Schuman President and Chief Executive Officer - ----------------------------------- (Principal Executive Officer) and Allan L. Schuman Director /s/ Michael E. Shannon Chairman of the Board, Chief Financial - ----------------------------------- and Administrative Officer (Principal Michael E. Shannon Financial Officer) and Director /s/ Arthur E. Henningsen, Jr. Senior Vice President and Controller - ----------------------------------- (Principal Accounting Officer) Arthur E. Henningsen, Jr. /s/ Kenneth A. Iverson Directors - ----------------------------------- Kenneth A. Iverson, as attorney-in-fact for Ruth S. Block, James J. Howard, Reuben F. Richards, Richard L. Schall, Philip L. Smith and Hugo Uyterhoeven Directors not signing: Joel W. Johnson Jerry Levin Roland Schulz Albrecht Woeste 2