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        As filed with the Securities and Exchange Commission on December 16, 2002

        Registration No. 333-35519



U.S. 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 of
Incorporation or Organization)
  (I.R.S. Employer
Identification No.)

 

 

 
370 Wabasha Street North
St. Paul, Minnesota
  55102
(Address of Principal Executive Offices)   (Zip Code)

1995 ECOLAB STOCK RECOGNITION PLAN
(Full Title of the Plan)


Lawrence T. Bell, Esq.
Senior Vice President—Law, General Counsel and Secretary
Ecolab Inc.
370 Wabasha Street North
St. Paul, Minnesota 55102
(651) 293-2981
(Name, address and telephone number,
including area code, of agent for service)




        On September 12, 1997, we filed our Registration Statement on Form S-8, File No. 333-35519, relating to 88,530 shares (177,060 shares after adjusting for our January 15, 1998 2-for-1 stock split) of our common stock (including associated preferred stock purchase rights) under the 1995 Ecolab Stock Recognition Plan (the "Recognition Plan"). The Recognition Plan has been terminated. As of the date of this Post-Effective Amendment No. 1, 54,956 shares have been issued under the Registration Statement, leaving an aggregate of 122,104 shares available for issuance. We are filing this Post-Effective Amendment No. 1 to deregister the remaining 122,104 shares under the Registration Statement that remain unsold as of the date this Post-Effective Amendment No. 1 is filed.

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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 of filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 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 December 16, 2002.

    ECOLAB INC.

 

 

 

 

 
    By:   /s/ Allan L. Schuman
Allan L. Schuman
Chairman of the Board and
Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed on December 16, 2002 by the following persons in the capacities indicated.

Signature

  Title

/s/ Allan L. Schuman

Allan L. Schuman

 

Chairman of the Board and Chief Executive Officer (principal executive officer) and Director

/s/ Steven L. Fritze

Steven L. Fritze

 

Senior Vice President and Chief Financial Officer (principal financial officer)

/s/ Daniel J. Schmechel

Daniel J. Schmechel

 

Vice President and Controller (principal accounting officer)

/s/ Timothy P. Dordell

Timothy P. Dordell, as attorney-in-fact for Les S. Biller, Jerry A. Grundhofer, Stefan Hamelmann, James J. Howard, William L. Jews, Joel W. Johnson, Jochen Krautter, Ulrich Lehner, Jerry W. Levin and Robert L. Lumpkins

 

Directors

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ECOLAB INC.
REGISTRATION STATEMENT ON FORM S-8

INDEX TO EXHIBITS

Exhibit No.

  Item
  Method of Filing
24.1   Powers of Attorney   Filed herewith electronically.

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SIGNATURES
ECOLAB INC. REGISTRATION STATEMENT ON FORM S-8 INDEX TO EXHIBITS