As filed with the Securities and Exchange
Commission on November 21, 1994. Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE CLOROX COMPANY
(Exact name of registrant as specified in its charter)
Delaware 31-0595760
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1221 Broadway, Oakland, CA 94612-1888
(Address of Principal Executive Offices) (Zip Code)
THE CLOROX COMPANY 1993 DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
Edward A. Cutter, Senior Vice President -
General Counsel and Secretary
The Clorox Company,
1221 Broadway, Oakland, CA 94612-1888
(Name and address of agent for service)
510-271-7000
(Telephone number, including area code,
of agent for service)
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Calculation of Registration Fee
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Proposed Proposed
Title of Number Maximum Maximum Amount of
Securities of shares Offering Aggregate Regis-
to be to be Price Per Offering tration
Registered Registered Share Price Fee
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Common Stock 100,000 $56.50* $5,650,000.00 $1,948.28*
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* Pursuant to Rule 457(c) and (h), estimate based on the average
high and low sale prices of Clorox common stock on the New York
Stock Exchange on November 16, 1994.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by
reference herein:
(a) The Company's annual report on Form 10-K for
the fiscal year ended June 30, 1994;
(b) The Company's quarterly report on Form 10-Q
for the quarter ended September 30, 1994, filed
pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act");
(c) All other reports filed by the Company since
June 30, 1994 with the Securities and Exchange
Commission pursuant to Section 13(a) or 15(d)
of the Exchange Act.
(d) The description of Clorox common stock
contained in the paragraph entitled "Voting at
the Annual Meeting," on page 1 of the
Company's proxy statement dated September 28,
1994.
(e) All documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates
that all securities offered hereby have been
sold or which deregisters all such securities
then remaining unsold, shall be deemed to be
incorporated by reference herein and to be
part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Edward A. Cutter, Esq., who has rendered an opinion
regarding the validity of the securities being registered
hereby, is the Senior Vice President-General Counsel and
Secretary of the Company. As of July 29, 1994, Mr. Cutter
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owned 40,327 shares of the Company's common stock, including
24,558 shares issuable upon the exercise of stock options
that were exercisable within 60 days of such date.
Item 6. Indemnification of Directors and Officers.
The Company, a Delaware corporation, is empowered
by Section 145 of the Delaware General Corporation Law (the
"DGCL"), subject to the procedures and limitations stated
therein, to indemnify any person against expenses (including
attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person
in the defense of any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative, in which such person is
made a party by reason of his or her being or having been a
director or officer of the Company. The statute provides
that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a
person may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise.
Part I of Article Eight of the Restated Certificate of
Incorporation of the Company provides that the Company shall
indemnify its directors and officers substantially to the
fullest extent permitted by the DGCL.
The Company is also empowered by Section 102(b) of
the DGCL to include a provision in its certificate of
incorporation to limit a director's liability to the Company
or its stockholders for monetary damages for breaches of
fiduciary duty as a director. Article Nine of the Restated
Certificate of Incorporation of the Company states that
directors of the Company shall not be liable for monetary
damages for breach of fiduciary duty except for liability
for (i) a breach of their duty of loyalty to the Company or
its stockholders; (ii) any acts or omissions not in good
faith; (iii) their intentional misconduct or knowing
violation of law; (iv) improper dividend payments, stock
repurchases or redemptions; and (v) any transaction from
which the director derived an improper personal benefit.
Policies of insurance are maintained by the Company
under which the directors and officers of the Company are
insured, within the limits and subject to the limitations of
the policies, against certain expenses in connection with
the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such
actions, suits or proceedings, to which they are parties by
reason of being or having been such directors or officers.
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The Clorox Company 1993 Directors' Stock Option Plan
(the "Plan") provides that no member of the committee selected
by the board of directors to administer the Plan shall be liable
for any action that he or she has taken or has failed to take in
good faith with respect to the Plan or any option issued
thereunder.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Index
Exh. No. Description
(4) The Clorox Company 1993 Directors' Stock
Option Plan, attached as Exhibit 10(xi) to the
Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1994, incorporated
herein by this reference.
(5) Opinion of Edward A. Cutter, Esq., Senior Vice
President-General Counsel and Secretary
of the Company (located at page E-1 hereof).
(23)(a) Consent of Deloitte & Touche LLP (located at
page E-2 hereof).
(b) Consent of Edward A. Cutter, Esq. (included in
Exhibit 5 above).
(24) Manually executed Power of Attorney of Daniel
Boggan, Jr., John W. Collins, Ursula
Fairchild, Jochen Krautter, Juergen Manchot,
Dean O. Morton, Edward L. Scarff, Lary R.
Scott, Forrest N. Shumway, James A. Vohs and
C.A. Wolfe, dated March 16, 1994 (located at
page E-3 hereof).
Item 9. Undertakings.
The Company hereby undertakes:
(a) To file, during any period in which offers or
sales are being made, a post-effective
amendment to this registration statement 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;
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(b) That, for the purpose of determining any
liability under the Securities Act of 1933,
each post-effective amendment referred to in
undertaking (a) above 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) 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;
(d) 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 Exchange Act 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;
(e) That, 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 foregoing
provisions, 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 liability (other
than the payment by the registrant of expenses
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 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
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such indemnification by it is against public
policy as expressed in the Act and will be
governed by the final adjudication of such
issue.
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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 registration
statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Oakland, State of
California on November 21, 1994.
THE CLOROX COMPANY
By: /s/ G. CRAIG SULLIVAN
G. Craig Sullivan
Chairman and
Chief Executive Officer
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------- --------------------------- -----------------------
<S> <C> <C>
/s/ G. CRAIG SULLIVAN Chairman of the Board, November 21, 1994
G. Craig Sullivan Chief Executive Officer
and Director (principal
executive officer)
/s/ WILLIAM F. AUSFAHL Group Vice President, November 21, 1994
William F. Ausfahl Chief Financial Officer
and Director (principal
financial officer)
/s/ HENRY J. SALVO, JR. Vice President-Controller November 21, 1994
Henry J. Salvo, Jr. (principal accounting
officer)
/s/ DANIEL BOGGAN, JR. Director November 21, 1994
* Daniel Boggan, Jr.
</TABLE>
<PAGE>
II-6
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ JOHN W. COLLINS Director November 21, 1994
* John W. Collins
/s/ URSULA FAIRCHILD Director November 21, 1994
* Ursula Fairchild
/s/ JOCHEN KRAUTTER Director November 21, 1994
* Jochen Krautter
/s/ JUERGEN MACHOT Director November 21, 1994
* Juergen Manchot
/s/ DEAN O. MORTON Director November 21, 1994
* Dean O. Morton
/s/ EDWARD L. SCARFF Director November 21, 1994
* Edward L. Scarff
/s/ LARY R. SCOTT Director November 21, 1994
* Lary R. Scott
/s/ FORREST N. SHUMWAY Director November 21, 1994
* Forrest N. Shumway
/s/ JAMES A. VOHS Director November 21, 1994
* James A. Vohs
/s/ C. A. WOLFE Director November 21, 1994
* C. A. Wolfe
</TABLE>
* By /s/ EDWARD A. CUTTER
Edward A. Cutter, Esq.
(Attorney in Fact)
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EXHIBIT 5 TO
FORM S-8 REGISTRATION STATEMENT
REGARDING
THE CLOROX COMPANY
1993 DIRECTORS' STOCK OPTION PLAN
November 21, 1994
Ladies and Gentlemen:
This is with respect to the Registration Statement on Form S-8,
to which this opinion is an exhibit, covering 100,000 shares
of Clorox Common Stock which may be issued pursuant to
exercise of options granted under The Clorox Company 1993
Directors' Stock Option Plan.
It is my opinion that:
1. All necessary corporate action has been duly taken to adopt
said Plan and said Plan was duly approved by action of the
stockholders of The Clorox Company.
2. Said 100,000 shares of Clorox Common Stock have been
reserved for purposes of said Plan and such shares, when
issued on exercise of options granted in accordance with
the terms and conditions of said Plan, will be legally
issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the
aforesaid registration statement.
Very truly,
/s/ EDWARD A. CUTTER
Edward A. Cutter
Senior Vice President -
General Counsel and
Secretary
E-1
EXHIBIT 23(a) TO
FORM S-8 REGISTRATION STATEMENT
REGARDING
THE CLOROX COMPANY
1993 DIRECTORS' STOCK OPTION PLAN
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of The Clorox Company on Form S-8 of the reports of
Deloitte & Touche dated August 10, 1994, appearing in and
incorporated by reference in the Annual Report on Form 10-K of
The Clorox Company for the year ended June 30, 1994.
/s/ DELOITTE & TOUCHE LLP
San Francisco, California
November 21, 1994
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EXHIBIT 24 TO
FORM S-8 REGISTRATION STATEMENT
REGARDING
THE CLOROX COMPANY
1993 DIRECTORS' STOCK OPTION PLAN
POWER OF ATTORNEY
Know All Men By These Presents:
WHEREAS, The Clorox Company, a Delaware corporation
(the "Company"), contemplates filing with the Securities
and Exchange Commission (the "Commission") at Washington,
D.C., under the provisions of the Securities Act of 1933,
as amended, and the regulations promulgated thereunder, a
Registration Statement on Form S-8 (and amendments thereto,
including post-effective amendments), with respect to up
to an additional 1,700,000 shares of the Company's common
stock to be purchased pursuant to the Company's Long-Term
Compensation Program.
WHEREAS, each of the undersigned is an officer or
director, or both, of the Company.
NOW, THEREFORE, each of the undersigned hereby constitutes
and appoints Edward A. Cutter his or her true and lawful
attorney-in-fact and agent, with full power of substitution
and resubstitution, for each such person and in his or her
name, place and stead, in any and all capacities, to sign
the aforementioned Registration Statement (and any and all
amendments thereto, including post-effective amendments)
and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Commission,
granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully as to
all intents and purposes he or she might or could do in
person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or their substitutes, may
lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has hereunto
set his or her hand on the 16th day of March, 1994.
/s/ DANIEL BOGGAN, JR. /s/ JOHN W. COLLINS
Daniel Boggan, Jr. John W. Collins
/s/ URSULA FAIRCHILD /s/ JOCHEN KRAUTTER
Ursula Fairchild Jochen Krautter
/s/ JUERGEN MANCHOT /s/ DEAN O. MORTON
Juergen Manchot Dean O. Morton
/s/ EDWARD L. SCARFF /s/ LARY R. SCOTT
Edward L. Scarff Lary R. Scott
/s/ FORREST N. SHUMWAY /s/ JAMES A. VOHS
Forrest N. Shumway James A. Vohs
/s/ C. A. WOLFE
C. A. Wolfe
E-3
