<PAGE>
As filed with the Securities and Exchange Commission on January 7, 1999
Registration No. 333-45295
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
----------------------
Ecolab Center
370 North Wabasha Street
St. Paul, Minnesota 55102
(651) 293-2233
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive
offices)
----------------------
KENNETH A. IVERSON
VICE PRESIDENT AND SECRETARY
ECOLAB INC.
ECOLAB CENTER
370 NORTH WABASHA STREET
ST. PAUL, MINNESOTA 55102
(651) 293-2125
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
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<PAGE>
Ecolab Inc. ("Ecolab" or the "Registrant") registered for public
sale the resale of up to 555,018 shares (the "Offered Shares") of the common
stock, par value $1.00 per share (the "Common Stock"), of Ecolab on behalf of
certain selling stockholders pursuant to its Registration Statement on Form S-3,
File No. 333-45295 (including all amendments and supplements thereto, the
"Registration Statement"), as originally filed with the Securities and Exchange
Commission on January 30, 1998. Pursuant to this Post-Effective Amendment No. 1
to the Registration Statement, Ecolab hereby deregisters the remaining 502,882
Offered Shares that were not sold under the Registration Statement.
<PAGE>
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-3 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 St. Paul, State of Minnesota, on January 7,
1999.
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 January 7, 1999 by the
following persons in the capacities indicated.
/s/Allan L. Schuman President and Chief Executive Officer (Principal
---------------------------- Executive Officer) and Director
Allan L. Schuman
/s/Michael E. Shannon Chairman of the Board, Chief Financial and
---------------------------- Administrative Officer (Principal Financial
Michael E. Shannon Officer) and Director
/s/Arthur E. Henningsen, Jr.
---------------------------- Senior Vice President and Controller (Principal
Arthur E. Henningsen, Jr. Accounting Officer)
/s/Kenneth A. Iverson
---------------------------- Directors
Kenneth A. Iverson, as
attorney-in-fact for Les S.
Biller, Ruth S. Block, James
J. Howard, Joel W. Johnson,
Jerry W. Levin, Richard L.
Schall, Roland Schulz,
Philip L. Smith, Hugo
Uyterhoeven and Albrecht
Woeste
Director not signing:
Reuben F. Richards
3
