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As filed with the Securities and Exchange Commission on July 31, 1997
Registration No. 33-55984
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ECOLAB INC.
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(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)
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ECOLAB INC. NON-EMPLOYEE DIRECTOR STOCK-FOR-RETAINER PLAN
(Full title of the plan)
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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)
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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.
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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
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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
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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
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