
<PAGE>
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 9, 1998
 
                                                     REGISTRATION NO. 333-
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                   FORM S-3
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                               ----------------
                          UNIVERSAL FOODS CORPORATION
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                               ----------------
               WISCONSIN                             39-0561070
    (STATE OR OTHER JURISDICTION OF     (I.R.S. EMPLOYER IDENTIFICATION NO.)
    INCORPORATION OR ORGANIZATION)
      433 EAST MICHIGAN STREET MILWAUKEE, WISCONSIN 53202 (414) 271-6755
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                                JOHN L. HAMMOND
                 VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                          UNIVERSAL FOODS CORPORATION
                           433 EAST MICHIGAN STREET
                          MILWAUKEE, WISCONSIN 53202
                                (414) 271-6755
    (NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR
                                   SERVICE)
                PLEASE ADDRESS COPIES OF ALL COMMUNICATIONS TO:
ANDREW J. GUZIKOWSKI WHYTE HIRSCHBOECK   ROBERT E. BUCKHOLZ, JR. SULLIVAN &
 DUDEK S.C. 111 EAST WISCONSIN AVENUE  CROMWELL 125 BROAD STREET NEW YORK, NY
  MILWAUKEE, WISCONSIN 53202 414-273-            10004 212-558-4000
                 2100
                               ----------------
  APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
 
  If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. [_]
 
  If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
 
  If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
 
  If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
 
  If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
 
                        CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
                                                        PROPOSED     PROPOSED
                                                        MAXIMUM      MAXIMUM
 TITLE OF EACH CLASS OF     AMOUNT                     AGGREGATE    AMOUNT OF
    SECURITIES TO BE         TO BE     OFFERING PRICE   OFFERING   REGISTRATION
       REGISTERED        REGISTERED(1)  PER UNIT(2)     PRICE(2)      FEE(2)
-------------------------------------------------------------------------------
<S>                      <C>           <C>            <C>          <C>
Debt Securities......... $300,000,000       100%      $300,000,000  $83,400.00
</TABLE>
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(1) Or, if any Debt Securities are issued (i) with a principal amount
    denominated in one or more foreign currencies or currency units, such
    principal amount as shall result in an aggregate initial offering price
    equivalent to $300,000,000 at the time of initial offering, or (ii) at an
    original issue discount, such greater principal amount as shall result in
    proceeds to the registrant of $300,000,000.
(2) Estimated solely for the purpose of calculating the registration fee.
    Exclusive of accrued interest, if any. Fee calculated pursuant to Rule
    457.
                               ----------------
  THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE.
-------------------------------------------------------------------------------
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<PAGE>
 
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE       +
+CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT    +
+FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS          +
+PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES NOR IS IT SEEKING AN      +
+OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT     +
+PERMITTED.                                                                    +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
                 SUBJECT TO COMPLETION. DATED           , 1998.
 
 
                          UNIVERSAL FOODS CORPORATION
 
                     UP TO $300,000,000 OF DEBT SECURITIES
 
We may offer debt securities from time to time in one or more series and in
amounts, at prices and on terms to be determined at the time we offer them. The
total offering price of the debt securities will not exceed $300,000,000. For
information about the terms of the debt securities, see "Description of the
Debt Securities."
 
This prospectus may not be used to sell the debt securities unless we also
furnish you with a prospectus supplement which contains the final terms for
each series of debt securities. You should read this prospectus and any
prospectus supplement carefully before you invest.
 
The debt securities are not listed for trading on any national securities
exchange or on The Nasdaq Stock Market.
 
The accompanying prospectus supplement identifies any underwriters involved in
the sale of the debt securities, the amount to be purchased by them and the
compensation they will receive. For more information, see "Plan of
Distribution."
 
                                  -----------
 
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY
HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
                                  -----------
 
                       PROSPECTUS DATED           , 1998.
<PAGE>
 
                             ABOUT THIS PROSPECTUS
 
This prospectus is part of a registration statement that we filed with the SEC
utilizing a "shelf" registration process. Under this process, we may sell debt
securities in one or more offerings for up to a total dollar amount of
$300,000,000. This prospectus provides you with a general description of the
debt securities. Each time we offer a series of debt securities, we will
provide a prospectus supplement that will contain specific information about
the terms of that offering. The prospectus supplement may also add, update or
change information contained in this prospectus. You should read both this
prospectus and any prospectus supplement together with additional information
described under the heading "Where You Can Find More Information."
 
                      WHERE YOU CAN FIND MORE INFORMATION
 
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any document we file, including
the registration statement, at the SEC's public reference room located at 450
Fifth Street, N.W., Washington, D.C. 20549, or its public reference rooms
located in New York, New York and Chicago, Illinois. You may call the SEC at 1-
800-SEC-0330 for further information about the public reference rooms. Our SEC
filings are also available to the public on the SEC's web site at
http://www.sec.gov. They are located in the EDGAR database on that web site.
 
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC (including any filings we make prior to the effectiveness of
the registration statement) under Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 until we sell all the debt securities.
 
 . Our Annual Report on Form 10-K for the fiscal year ended September 30,
   1997;
 
 . Our Quarterly Reports on Form 10-Q for the quarters ended December 31,
   1997, March 31, 1998, and June 30, 1998;
 
 . Our Current Report on Form 8-K dated April 10, 1998, which describes the 2-
   for-1 stock split we completed in May, 1998; and
 
 . Our Registration Statement on Form 8-A dated July 20, 1998 and our Current
   Reports on Form 8-K dated June 26, 1998 and August 6, 1998, which relate to
   a preferred share purchase rights plan we adopted in June, 1998.
 
You may request a copy of these filings, at no cost, by writing or telephoning
us at the following address:
 
  John L. Hammond
  Universal Foods Corporation
  433 East Michigan Street
  Milwaukee, Wisconsin 53202
  (414) 271-6755
 
                                       2
<PAGE>
 
                                  THE COMPANY
 
Universal Foods Corporation is an industrial marketer of high-performance
components that add functionality to foods, cosmetics, pharmaceuticals and
other products. Our principal products include:
 
 . flavors, flavor enhancers, and aroma chemicals, for foods, beverages,
   dairy/ice cream products, animal feed, personal care and household items;
 
 . certified synthetic and natural colors for foods, cosmetics, specialty inks
   and pharmaceuticals;
 
 . dehydrated vegetable products sold primarily to food processors; and
 
 . a broad line of yeast products for commercial baking and other uses.
 
For additional information, see the documents we have incorporated by
reference. See "Where You Can Find More Information."
 
                      RATIOS OF EARNINGS TO FIXED CHARGES
 
Our consolidated ratios of earnings to fixed charges for the nine month periods
ended June 30, 1997 and 1998 and for each of the fiscal years ended September
30, 1993 through 1997 are as follows:
 
<TABLE>
<CAPTION>
                                                                                  NINE MONTHS
        FISCAL YEARS ENDED SEPTEMBER 30,                                        ENDED JUNE 30,
-------------------------------------------------------------------             ---------------------------
1993        1994             1995             1996             1997             1997             1998
----        ----             ----             ----             ----             ----             ----
<S>         <C>              <C>              <C>              <C>              <C>              <C>
5.5         4.8              7.6              4.9              5.6              5.9              5.4
</TABLE>
We have calculated the ratios of earnings to fixed charges according to a
formula the SEC requires us to use. This formula has special definitions for
earnings (generally, our pre-tax earnings from operations, less interest
expense) and fixed charges (generally, all interest and interest-related
payments and accruals). If you would like to see how we have calculated these
ratios, you should review Exhibit 12.1 to the registration statement. See
"Where You Can Find More Information" to find out how you can locate a copy of
the registration statement.
 
                                USE OF PROCEEDS
 
The prospectus supplement will describe how we will use the net proceeds from
the sale of a particular series of debt securities.
 
                       DESCRIPTION OF THE DEBT SECURITIES
 
GENERAL
 
We will issue the debt securities under an indenture dated November 9, 1998.
The First National Bank of Chicago, a national banking association, is the
Trustee under the indenture.
 
We have summarized selected provisions of the indenture below. The summary is
not complete. The form of the indenture has been filed as an exhibit to the
registration statement and you should read the indenture for more information
on provisions that may be important to you. See "Where You Can Find More
Information" to find out how to locate the indenture. You may also review the
indenture at the Trustee's offices at One First National Plaza, Suite 0126,
Chicago, Illinois 60670-0126.
                                       3
<PAGE>
 
In the summary below, we have included references to section numbers of the
indenture so that you can easily locate these provisions. Capitalized terms
that are not defined in this summary are defined in the indenture.
 
A prospectus supplement relating to any series of debt securities that we offer
will include specific terms relating to that series. These terms will include
some or all of the following:
 
 . The total principal amount;
 
 . The dates on which principal will be payable;
 
 . The interest rate and the interest payment dates;
 
 . Any discount or premium at which we will offer that series of debt
   securities to the public;
 
 . Any payments due if the maturity is accelerated;
 
 . Any optional redemption periods;
 
 . Any sinking fund or other provisions that would obligate us to repurchase
   or otherwise redeem that series of debt securities;
 
 . Any provisions granting special rights to holders when a specified event
   occurs;
 
 . Any changes to or additional Events of Default or covenants;
 
 . Any special tax implications of that series of debt securities; and
 
 . Any other terms of that series of debt securities.
 
The indenture does not limit the amount of debt securities that may be issued.
The indenture allows debt securities to be issued up to any principal amount
that we may authorize and in any currency or currency unit we designate.
 
Debt securities of a series may be issued in registered or global form [Section
301(16)].
 
CONCERNING THE TRUSTEE AND PAYING AGENT
 
The Trustee may resign at any time or may be removed by the holders of at least
a majority in aggregate principal amount of any series of the outstanding debt
securities. If the Trustee resigns, is removed or becomes incapable of acting
as Trustee or if a vacancy occurs in the office of the Trustee for any cause, a
successor Trustee shall be appointed in accordance with the provisions of the
indenture.
 
The Trustee will also act as paying agent for the debt securities, unless a
different paying agent is identified in any prospectus supplement.
 
DENOMINATIONS
 
The prospectus supplement for each series of debt securities will state whether
the debt securities will be issued in registered form in multiples of $1,000.
 
CONSOLIDATION, MERGER OR SALE
 
The indenture generally permits a consolidation or merger between the Company
and another corporation. It also permits the sale by us of all or substantially
all of our property and assets. If this happens, the remaining or acquiring
corporation (if other than us) must assume all of our responsibilities and
liabilities under the indenture including the payment of all amounts payable on
the debt securities and performance of all the covenants in the indenture. If
we sell all or substantially all of our assets, we will be released from all
our liabilities and obligations under the indenture and under the debt
securities. [Sections 801 and 802]
 
However, the Company may only consolidate or merge with or into any other
corporation or sell all or substantially all of our assets according to the
terms and conditions of the indenture. Briefly, under the indenture, the
 
                                       4
<PAGE>
 
merger must not cause an Event of Default to occur. Also, the debt securities
must be secured equally and ratably with any other debt secured by a mortgage,
pledge, lien or other security interest arising as a result of the merger,
unless such mortgage, pledge, lien or other security interest is otherwise
permitted by the indenture. [Section 801]. The remaining or acquiring
corporation will be substituted for us in the indenture with the same effect as
if it had been an original party to the indenture. Thereafter, the successor
corporation may exercise our rights and powers under the indenture, in our name
or in its own name. Any act or proceeding required or permitted to be done by
our board of directors or any of our officers may be done by the board or
officers of the successor corporation.
 
MODIFICATION OF INDENTURE
 
Under the indenture, our rights and obligations and the rights of the holders
may be modified with the consent of the holders of at least a majority in
aggregate principal amount of the outstanding debt securities of each series
affected by the modification. No modification of the principal or interest
payment terms, or reduction of the percentage of holders required to consent to
modifications, is effective against any holder without its consent. [Section
902]
 
EVENTS OF DEFAULT
 
"Event of Default" when used in the indenture, means any of the following
[Section 501]:
 
 . failure to pay the principal of or any premium on any debt security when
   due;
 
 . failure to deposit any sinking fund payment when due;
 
 . failure to pay interest on any debt security for 30 days;
 
 . failure to perform, or breach of, any other covenant in the indenture that
   continues for 60 days after we are given written notice;
 
 . a principal payment default at maturity on other debt for borrowed money
   totaling $10 million or more, or our obligation to repay other debt for
   borrowed money totaling $10 million or more is accelerated by our lenders,
   unless, within 10 days from the date we receive a notice of such default
   under the indenture from the Trustee or the holders of the debt securities,
   we either pay the other debt in full or cause the acceleration of the other
   debt to be rescinded;
 
 . certain events of bankruptcy, insolvency or reorganization; or
 
 . any other Event of Default for that series of debt securities.
 
An Event of Default for a particular series of debt securities may, but does
not necessarily constitute an Event of Default for any other series of debt
securities. The Trustee may withhold notice to the holders of debt securities
of any default (except in the payment of principal or interest on the debt
securities) if it decides that withholding notice is in the best interests of
the holders. [Section 602]
 
If an Event of Default for any series of debt securities occurs and continues,
the Trustee or the holders of at least 25% in aggregate principal amount of the
debt securities of the series may declare the entire principal of all the debt
securities of that series to be due and payable immediately. If this happens,
subject to certain exceptions (such as an Event of Default arising from our
bankruptcy or insolvency), the holders of a majority of the aggregate principal
amount of the debt securities of that series can void the declaration. [Section
502]
 
The Trustee is not obligated to exercise any of its rights or powers under the
indenture at the request, order or direction of any holders, unless the holders
offer the Trustee reasonable indemnity against costs, expenses and
 
                                       5
<PAGE>
 
liabilities. [Section 603(5)] If they provide this reasonable indemnification,
the holders of a majority in principal amount of the outstanding debt
securities of any series may direct the time, method and place of conducting
any proceeding or any remedy available to the Trustee, or exercising any power
conferred upon the Trustee, for any series of debt securities. [Section 512]
 
COVENANTS
 
Under the indenture, we have agreed to:
 
 . pay the principal of and interest and any premium on the debt securities
   when due [Section 1001];
 
 . maintain a place of payment [Section 1002];
 
 . deposit sufficient funds with the paying agent on or before the due date
   for any principal, interest or any premium payment or, if we act as our own
   paying agent, segregate such funds and hold them in trust for the benefit
   of the holders of the debt securities [Section 1003];
 
 . maintain our corporate existence and our properties and assets and pay all
   material taxes and claims (except those we are contesting in good faith)
   when due [Section 1005 through 1007]; and
 
 . deliver a report to the Trustee at the end of each fiscal year reviewing
   our obligations under the indenture [Sections 704 and 1004].
 
RESTRICTION ON LIENS
 
Some of our assets may be subject to a mortgage or other legal mechanism that
gives some lenders preferential rights in those assets over other lenders
(including you and the other holders of the debt securities) and over our
general creditors if we fail to pay them back. These preferential rights are
called "Liens."

 
 
 
 
 
 
 
OTHER DEFINED TERMS. As used in
both the Restrictions on Liens
covenant and the Restrictions on
Sale and Leasebacks covenant:
 
"ATTRIBUTABLE DEBT" means the
total net amount of rent that is
required to be paid during the
remaining term of any lease
(discounted at the rate of
interest in the lease or, if this
is not available, at the highest
rate of interest of any series of
debt securities compounded semi-
annually).
 
"CONSOLIDATED NET TANGIBLE ASSETS"
means the total amount of assets
(less reserves and certain other
permitted deductible items), after
subtracting all current
liabilities and all goodwill,
trade names, trademarks, patents,
unamortized debt discounts and
expenses and similar intangible
assets, as such amounts appear on
our most recent consolidated
balance sheet and computed in
accordance with generally accepted
accounting principles.
 
"DOMESTIC SUBSIDIARY" means any of
our Subsidiaries which is
incorporated or organized in the
United States. A "Subsidiary" is a
corporation in which the Company
and/or one or more of our other
Subsidiaries owns at least 50% of
the voting stock.
 
"FUNDED DEBT" means all debt for
borrowed money that:
  . has a maturity of 12 months or
    more from the date on which
    the calculation of Funded Debt
    is made; or
 
  . has a maturity of less than 12
    months from that date but is
    by its terms renewable or
    extendible beyond 12 months
    from that date at the option
    of the borrower.
 
"PRINCIPAL DOMESTIC MANUFACTURING
PROPERTY" means any building or
other structure or facility, and
the land on which it sits and its
associated fixtures, used
primarily for manufacturing or
processing and that is located in
the United States which has a book
value, before depreciation, of
greater than 5% of Consolidated
Net Tangible Assets, other than a
building, structure or other
facility that our Board of
Directors has determined is not of
material importance to the total
business that we and our
subsidiaries conduct.
 
                                       6
<PAGE>
 
Under the indenture, we have agreed that the Company and our Domestic
Subsidiaries will not become obligated on any new debt that is secured by a
Lien on any Principal Domestic Manufacturing Property, or on any shares of
stock or debt of any of our Domestic Subsidiaries, unless we grant an
equivalent or higher-ranking Lien on the same property to you and the other
holders of the debt securities. [Section 1008]
 
We do not need to comply with this restriction if the amount of all debt that
would be secured by Liens on Principal Domestic Manufacturing Properties
(including the new debt and all "Attributable Debt", as described under
"Restriction on Sale and Leasebacks" below, that results from a sale and
leaseback transaction involving Principal Domestic Manufacturing Properties) is
less than 15% of our Consolidated Net Tangible Assets.
 
This Restriction on Liens covenant does not apply to debt secured by:
 
 . Liens on the property of any of our Domestic Subsidiaries, or on their
   shares of stock or debt, if those Liens existed at the time the corporation
   became our Domestic Subsidiary;
 
 . Liens in favor of the Company or our Domestic Subsidiaries;
 
 . Liens in favor of U.S. Governmental bodies;
 
 . Liens on property that existed at the time we acquired the property
   (including property we may acquire through a merger or similar transaction)
   or that we granted in order to purchase the property (sometimes called
   "purchase money mortgages"); and
 
 . Liens that extend, renew or replace any of the listed types of Liens.
 
The indenture does not limit the amount of unsecured debt of the Company and
its subsidiaries.
 
RESTRICTION ON SALE AND LEASEBACKS
 
Under the indenture, we have agreed that neither we nor any of our Domestic
Subsidiaries will enter into any sale and leaseback transaction involving a
Principal Domestic Manufacturing Property, unless we comply with this covenant.
A "sale and leaseback transaction" is, in substance, an arrangement between a
company and a lender in which the company sells a property to the lender and
then leases it back from the lender. [Section 1009]
 
This Restriction on Sale and Leaseback covenant does not apply:
 
 . to a sale and leaseback completed within 120 days after the completion of
   construction of the property and the beginning of its full operation;
 
 . if the Company or our Domestic Subsidiary could grant a Lien on the
   Principal Domestic Manufacturing Property in an amount equal to the
   Attributable Debt for the sale and leaseback transaction without being
   required to grant an equivalent or higher-ranking Lien to the holders of
   the debt securities under the Restriction on Liens described above;
 
 . to any sale and leaseback transaction that is between the Company and one
   of our Domestic Subsidiaries or between Domestic Subsidiaries; or
 
 . that involves a lease for a period of 3 years or less.
 
We can comply with this covenant if we retire an amount of Funded Debt, within
120 days of the transaction, that equals or exceeds the
 
                                       7
<PAGE>
 
greater of: (i) proceeds of the sale of the Principal Domestic Manufacturing
Property that we lease in the transaction, or (ii) the fair value of that
property (subject to credits for certain voluntary retirements of debt
securities and Funded Debt we may make).
 
DEFEASANCE
 
The following discussion of full defeasance and covenant defeasance [Sections
1301 to 1306] will be applicable to your series of debt securities only if we
choose to have them apply to that series.
 
FULL DEFEASANCE. If there is a change in federal tax law, as described below,
we can legally release ourselves from any payment or other obligations on the
debt securities (called "full defeasance") if we put in place the following
other arrangements for you to be repaid:
 
 . We must deposit in trust for the benefit of all holders of the debt
   securities a combination of money and U.S. government or U.S. government
   agency notes or bonds that will generate enough cash to make interest,
   principal and any other payments on the debt securities on their various
   due dates.
 
 . There must be a change in current federal tax law or an IRS ruling that
   lets us make that deposit without causing you to be taxed on the debt
   securities any differently than if we did not make the deposit and just
   repaid the debt securities ourselves. (Under current federal tax law, the
   deposit and our legal release from the debt securities would be treated as
   though we took back your debt securities and gave you your share of the
   cash and notes or bonds deposited in trust. In that event, you could
   recognize gain or loss on the debt securities you give back to us.)
 
 . We must deliver to the trustee a legal opinion of our counsel confirming
   the tax law change described above.
 
If we ever did accomplish full defeasance, as described above, you would have
to rely solely on the trust deposit for repayment on the debt securities. You
could not look to us for repayment in the unlikely event of any shortfall.
 
COVENANT DEFEASANCE. Under current federal tax law, we can make the same type
of deposit described above and be released from certain covenants and the
provisions dealing with Consolidation, Merger or Sale, Restriction on Liens
and Restriction on Sales and Leaseback described above. The release from these
covenants is called "covenant defeasance". In that event, you would lose the
protection of these covenants but would gain the protection of having money
and securities set aside in trust to repay the debt securities. In order to
achieve covenant defeasance, we must do the following
 
 . We must deposit in trust for the benefit of all holders of the debt
   securities a combination of money and U.S. government or U.S. government
   agency notes or bonds that will generate enough cash to make interest,
   principal and any other payments on the debt securities on their various
   due dates.
 
 . We must deliver to the trustee a legal opinion of our counsel confirming
   that under current federal income tax law we may make that deposit without
   causing you to be taxed on the debt securities any differently than if we
   did not make the deposit and just repaid the debt securities ourselves.
 
If we accomplish covenant defeasance, the following provisions of the
Indenture and the debt securities would no longer apply:
 
 . Certain covenants previously described on page 6 under "Covenants," and any
   other covenants applicable to the series of debt securities and described
   in the Prospectus Supplement.
 
                                       8
<PAGE>
 
 
 
 . The condition regarding the treatment of Liens when we merge or engage in
   similar transactions, as previously described under "Consolidation, Merger
   or Sale."
 
 . The Events of Default relating to breach of covenants and acceleration of
   the maturity of other debt, described under "Events of Default."
 
  
             ABOUT DTC
 
DTC has provided us the following information:
 
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the United States Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered under the provisions of Section 17A of the Securities
Exchange Act of 1934. DTC holds securities that its participants deposit with
DTC. DTC also records the settlement among participants of securities
transactions, such as transfers and pledges, in deposited securities through
computerized records for participants' accounts. This eliminates the need to
exchange certificates. Participants include securities brokers and dealers,
banks, trust companies, clearing corporations and certain other organizations.
 
DTC's book-entry system is also used by other organizations such as securities
brokers and dealers, banks and trust companies that work through a participant.
The rules that apply to DTC and its participants are on file with the SEC.
 
DTC is owned by a number of its participants and by the New York Stock
Exchange, Inc., The American Stock Exchange, Inc. and the
National Association of Securities Dealers, Inc.
 
REGISTRATION, TRANSFER, AND PAYMENT OF INTEREST AND PRINCIPAL
 
Book-entry Debt Securities
 
Debt securities of a series may be issued in the form of a global debt security
that will be deposited with The Depository Trust Company, New York, New York
("DTC"). See "About DTC" on this page. This means that we will not issue
certificates to each holder. One global debt security will be issued to DTC who
will keep a computerized record of its participants (for example, your broker)
whose clients have purchased the debt securities. The participant will then
keep a record of its clients who purchased the debt securities. Unless it is
exchanged in whole or in part for a certificated debt security, a global debt
security may not be transferred; except that DTC, its nominees, and their
successors may transfer a global debt security as a whole to one another.
 
Beneficial interests in global debt securities will be shown on, and transfers
of global debt securities will be made only through, records maintained by DTC
and its participants.
 
DTC will hold the debt securities through its nominee, Cede & Co. We will wire
principal and interest payments to Cede & Co. We and the Trustee will treat
Cede & Co. as the owner of the global debt securities for all purposes. We, the
Trustee and the paying agent will have no direct responsibility if Cede & Co.
fails to distribute those payments to owners of beneficial interests in the
global debt securities.
 
It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit participants' accounts on the payment date according to
their respective holdings of beneficial interests in the global debt securities
 
                                       9
<PAGE>
 
as shown on DTC's records. In addition, it is DTC's current practice to assign
any consenting or voting rights to participants whose accounts are credited
with debt securities on a record date by using an omnibus proxy. Payments by
participants to owners of beneficial interests in the global debt securities,
and voting by participants, will be governed by the customary practices between
the participants and owners of beneficial interests, as is the case with debt
securities held for the account of customers registered in "street name."
However, those payments will be the responsibility of the participants and not
of DTC, the trustee or us.
 
Debt securities represented by a global debt security will be exchangeable for
certificated debt securities with the same terms in authorized denominations
only if:
 
 . DTC notifies us that it is unwilling or unable to continue as depositary
   and we have not appointed a successor depositary within 90 days;
 
 . DTC ceases to be a clearing agency registered under applicable law; or
 
 . we determine not to require all of the debt securities of a series to be
   represented by a global note and notify the trustee of our decision.
 
Certificated Debt Securities
 
If we issue certificated debt securities, they will be registered in the name
of the holder of the debt security. The debt securities may be transferred or
exchanged, pursuant to administrative procedures in the indenture, without the
payment of any service charge (other than any tax or other governmental charge)
by contacting the trustee. [Section 305]
 
Principal of and interest and any premium on certificated debt securities will
be paid at designated places. Payment will be made by check mailed to the
persons in whose names the debt securities are registered on days specified in
the prospectus supplement. [Section 202] Debt security payments in other forms
will be paid at a place we designate and specify in a prospectus supplement.
[Section 301]
 
                              PLAN OF DISTRIBUTION
 
We may sell the debt securities through agents, underwriters or dealers, or
directly to one or more purchasers.
 
AGENTS
 
We may designate agents who agree to use their reasonable efforts to solicit
purchases for the period of their appointment to sell debt securities on a
continuing basis.
 
UNDERWRITERS
 
If we use underwriters in the sale, the debt securities will be acquired by the
underwriters for their own account. The underwriters may resell the debt
securities in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of
sale. The obligations of the underwriters to purchase the debt securities will
be subject to certain conditions. The underwriters will be obligated to
purchase all the debt securities of the series offered if any of the debt
securities of that series are purchased. Any initial public offering price and
any discounts or concessions allowed or re-allowed or paid to dealers may be
changed from time to time.
 
                                       10
<PAGE>
 
DIRECT SALES
 
We may also sell debt securities directly to one or more purchasers without
using underwriters or agents.
 
Underwriters, dealers, and agents that participate in the distribution of the
debt securities may be underwriters as defined in the Securities Act, and any
discounts or commissions they receive from us and any profit on their resale of
the debt securities may be treated as underwriting discounts and commissions
under the Securities Act. Any underwriters, dealers or agents will be
identified and their compensation described in a prospectus supplement. We may
have agreements with the underwriters, dealers and agents to indemnify them
against certain civil liabilities, including liabilities under the Securities
Act. Underwriters, dealers and agents may engage in transactions with or
perform services for us or our subsidiaries in the ordinary course of their
businesses.
 
                        VALIDITY OF THE DEBT SECURITIES
 
Our lawyers, Whyte Hirschboeck Dudek S.C., Milwaukee, Wisconsin, will issue an
opinion about the validity of the debt securities for us.
 
                                    EXPERTS
 
Deloitte & Touche LLP, independent auditors, audited our consolidated financial
statements and schedules for the fiscal years ended September 30, 1997, 1996
and 1995 incorporated by reference in this prospectus and elsewhere in the
registration statement. These documents are incorporated by reference in this
prospectus in reliance upon the report of Deloitte & Touche LLP given upon
their authority as experts in accounting and auditing.
 
                                       11
<PAGE>
 

                                    PART II
                    INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<S>                                                                    <C>
SEC Registration Fee..............................................     $ 83,400
Trustee's Fees and Expenses.......................................        6,000
Printing and Engraving Expenses...................................       25,000
Accountant's Fees and Expenses....................................       15,000
Legal Fees and Expenses...........................................      150,000
Rating Agencies' Fees.............................................      225,000
Blue Sky Fees and Expenses........................................        5,000
Miscellaneous.....................................................       20,600
                                                                       --------
Total.............................................................     $530,000
                                                                       ========
</TABLE>

     Except for the SEC registration fee, all expenses are estimated. All of the
above expenses will be borne by the Registrant.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Pursuant to the Wisconsin Business Corporation Law and the Registrant's By-
Laws, directors and officers of the Registrant are entitled to mandatory
indemnification from the Registrant against certain liabilities and expenses (i)
to the extent such officers or directors are successful in the defense of a
proceeding; and (ii) in proceedings in which the director or officer is not
successful in the defense thereof, unless (in the latter case only) it is
determined that the director or officer breached or failed to perform his duties
to the Registrant and such breach or failure constituted: (a) a willful failure
to deal fairly with the Registrant or its shareholders in connection with a
matter in which the director or officer had a material conflict of interest; (b)
a violation of the criminal law, unless the director or officer had reasonable
cause to believe his or her conduct was lawful or had no reasonable cause to
believe his or her conduct was unlawful; (c) a transaction from which the
director or officer derived an improper personal profit; or (d) willful
misconduct. Wisconsin Business Corporation Law specifically states that it is
also the public policy of the State of Wisconsin to require or permit
indemnification in connection with a proceeding involving securities regulation,
as described therein, to the extent required or permitted as described above.
Additionally, under the Wisconsin Business Corporation Law, directors of the
Registrant are not subject to personal liability to the Registrant, its
shareholders or any

                                    II - 1

<PAGE>
 

person asserting rights on behalf of the Registrant or its shareholders, for
certain breaches or failures to perform any duty resulting solely from their
status as such directors, except in circumstances paralleling those in
subparagraphs (a) through (d) outlined above.

     Expenses for the defense of any action for which indemnification may be
available may be advanced by the Registrant under certain circumstances.

     The indemnification provided by the Wisconsin Business Corporation Law and
the Registrant's By-Laws is not exclusive of any other rights of indemnification
to which a director or officer of the Registrant may be entitled.

     The Registrant maintains a liability insurance policy for its directors and
officers as permitted by Wisconsin law, which may extend to, among other things,
liability arising under the Securities Act of 1933, as amended.

     The form of Underwriting Agreement, filed as Exhibit 1 to this Registration
Statement and incorporated herein by reference, contains certain
indemnifications made by the Underwriters with respect to the accuracy and
completeness of this Registration Statement and with respect to certain civil
liabilities, including liabilities under the Securities Act of 1933.

ITEM 16. EXHIBITS.

     The Exhibit Index attached hereto following the Signature Pages is
incorporated herein by reference.

ITEM 17. UNDERTAKINGS.

     The undersigned Registrant hereby undertakes:

(a)  (1)  To file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)   To include any prospectus required by Section 10(a)(3) of the
                Securities Act of 1933;

          (ii)  To reflect in the prospectus any facts or events arising after
                the effective date of the registration statement (or the most
                recent post-effective amendment thereof) which, individually, or
                in the aggregate, represent a fundamental change in the
                information set forth in the registration statement.
                Notwithstanding the foregoing, any increase or decrease in
                volume of securities offered (if the total dollar value of
                securities offered would not exceed that which was registered)
                and any deviation

                                    II - 2
<PAGE>
 

                from the low or high end of the estimated maximum offering range
                may be reflected in the form of prospectus filed with the
                Commission pursuant to Rule 424(b) if, in the aggregate, the
                changes in volume and price represent no more than a 20 percent
                change in the maximum aggregate offering price set forth in the
                "Calculation of Registration Fee" table in the effective
                registration statement;

          (iii) To include any material information with respect to the plan of
                distribution not previously disclosed in the registration
                statement or any material change to such information in the
                registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the registration statement is on Form S-3 and the information required to
     be included in a post-effective amendment by those paragraphs is contained
     in periodic reports filed with or furnished to the Commission by the
     registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act
     of 1934 that are incorporated by reference in the registration statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

(b)  That, for purposes of determining any liability under the Securities Act of
     1933, each filing of the registrant's annual report pursuant to Section
     13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
     applicable, each filing of an employee benefit plan's annual report
     pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
     incorporated by reference in the registration statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors, officers and controlling persons of
     the registrant pursuant to the provisions described under Item 15 above, or
     otherwise, the registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against public
     policy as expressed in the Act and is, therefore, unenforceable. In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the registrant of expenses

                                    II - 3
<PAGE>
 

     incurred or paid by a director, officer or controlling person of the
     registrant in the successful defense of any action, suit or proceeding) is
     asserted against the registrant by such director, officer or controlling
     person in connection with the securities being registered, the registrant
     will, unless in the opinion of its counsel the matter has been settled by
     controlling precedent, submit to a court of appropriate jurisdiction the
     question whether such indemnification by it is against the public policy as
     expressed in the Act and will be governed by the final adjudication of such
     issue.

                                    II - 4
<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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milwaukee, State of Wisconsin, on this 9th day of
November, 1998.

                                       UNIVERSAL FOODS CORPORATION


                                       By: /s/ Kenneth P. Manning
                                           --------------------------------
                                           Kenneth P. Manning
                                           Chairman of the Board, President
                                           and Chief Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated as of the dates indicated below.

                               POWER OF ATTORNEY

          Each person whose signature appears below appoints Kenneth P. Manning
     and John L. Hammond, and each of them, as his or her true and lawful
     attorneys-in-fact and agents with full power of substitution and
     resubstitution, for him or her and in his or her name, place and stead, in
     any and all capacities, to sign any or all amendments (including post-
     effective amendments) to this Registration Statement or any subsequent
     registration statements pursuant to Rule 462 (including any amendments
     thereto), and to file the same, with all exhibits thereto, and all
     documents in connection therewith, with the Securities and Exchange
     Commission, granting unto said attorneys-in-fact and agents, and each of
     them, full power and authority to do and perform each and every act and
     thing requisite and necessary to be done in and about the foregoing, as
     fully to all intents and purposes as he or she might or could do in person,
     hereby ratifying and confirming all that said attorneys-in-fact and agents,
     or any of them or their substitutes, may lawfully do or cause to be done by
     virtue hereof.

                                    II - 5
<PAGE>
 

                          SIGNATURES (continued)

<TABLE>
<CAPTION>
Signature                       Title                     Date
------------------------------  -----------------------   ----------------------
<S>                             <C>                       <C>
 
/s/ Kenneth P. Manning          Chairman, President and   November 6, 1998
------------------------------  Chief Executive Officer
Kenneth P. Manning              (Principal Executive
                                Officer, Director)


/s/ Michael Fung                Vice President and        November 6, 1998
------------------------------  Chief Financial 
Michael Fung                    Officer
                                (Principal Financial
                                Officer)


/s/ Michael L. Hennen           Corporate Controller      November 6, 1998
------------------------------  (Principal Accounting
Michael L. Hennen               Officer)

 
/s/ Michael E. Batten           Director                  November 6, 1998
------------------------------
Michael E. Batten


/s/ John F. Bergstrom           Director                  November 6, 1998
------------------------------
John F. Bergstrom


/s/ Fergus M. Clydesdale        Director                  November 6, 1998
------------------------------
Dr. Fergus M. Clydesdale


/s/ James A.D. Croft            Director                  November 6, 1998
------------------------------
James A.D. Croft


/s/ James L. Forbes             Director                  November 6, 1998
------------------------------
James L. Forbes


                                Director                  November  , 1998
------------------------------
Dr. Carol I. Waslien Ghazaii


/s/ William V. Hickey           Director                  November 6, 1998
------------------------------
William V. Hickey


/s/ Leon T. Kendall             Director                  November 2, 1998
------------------------------
Leon T. Kendall


/S/ James H. Keyes              Director                  November 6, 1998
------------------------------
James H. Keyes


/s/ Essie Whitelaw              Director                  November 6, 1998
------------------------------
Essie Whitelaw
</TABLE>

                                    II - 6
<PAGE>
 
                          Universal Foods Corporation
                       Registration Statement on Form S-3
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>

Exhibit                                                         Filed
  No.                        Description                       Herewith
-------  ----------------------------------------------------  -------- 
<C>      <S>                                                   <C>
    4.1  Indenture between the Registrant and The First           X
         National Bank of Chicago, as Trustee.

    4.2  Form of security being registered                      X (1)

    5.1  Opinion of Whyte Hirschboeck Dudek S.C. as to the        X
         validity of the securities being registered

   12.1  Statement Setting Forth Computation of                   X
         Consolidated Ratio of Earnings to Fixed Charges

   23.1  Consent of Deloitte & Touche LLP                         X

   23.2  Consent of Whyte Hirschboeck Dudek S.C.                X (2)

   24.1  Powers of Attorney of Directors and Officers of        X (3)
         the Registrant

   25.1  Form T-1 Statement of Eligibility of The First           X
         National Bank of Chicago under the Trust
         Indenture Act of 1939

</TABLE>

------------------

(1)  Included as part of the Indenture filed as Exhibit 4.1 hereto.

(2)  Included in the Opinion of Whyte Hirschboeck Dudek S.C. filed as Exhibit
     5.1 hereto.

(3)  Set forth on the signature page to this Registration Statement.
