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 LONG-TERM COMPENSATION PROGRAM
(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 1,700,000 $56.50* $96,050,000.00 $33,120.69*
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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 contents of the registration statement on
Form S-8 filed by the Company on September 26, 1988 (File
No. 33-24582) are incorporated by reference herein.
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
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.
Not applicable.
Item 7. Exemption from Registration Claimed.
Not applicable.
II-1
Item 8. Exhibits.
Exhibit Index
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Exh. No. Description
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(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.
Not applicable.
II-2
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-3
<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------- --------------------------- -----------------------
<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)
II-4
EXHIBIT 5 TO
FORM S-8 REGISTRATION STATEMENT
REGARDING
THE CLOROX COMPANY
LONG-TERM COMPENSATION PROGRAM
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 1,700,000 shares
of Clorox Common Stock which may be issued pursuant to exercise
of options granted under The Clorox Company 1987 Long-Term
Compensation Program.
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 1,700,000 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
LONG-TERM COMPENSATION PROGRAM
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
E-2
EXHIBIT 24 TO
FORM S-8 REGISTRATION STATEMENT
REGARDING
THE CLOROX COMPANY
LONG-TERM COMPENSATION PROGRAM
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
100,000 shares of the Company's common stock to be
purchased pursuant to the Company's 1993 Directors' Stock
Option Plan.
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
