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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 10, 1996.
REGISTRATION NO. 33-41131
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
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 Identification No.)
of Incorporation or Organization)
1221 BROADWAY, OAKLAND, CA 94612-1888
(Address of Principal Executive Offices) (Zip Code)
THE CLOROX COMPANY
VALUE SHARING PLAN
(FORMERLY THE CLOROX COMPANY
TAX REDUCTION INVESTMENT 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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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, 1995, filed pursuant to
Section 13 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act");
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended September 30, 1995, December 31, 1995 and March 31,
1996, filed pursuant to Section 13 of the Exchange Act;
(c) All other reports filed by the Company since June 30,
1995 with the Securities and Exchange Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act;
(d) The description of the Company's Common Stock contained
in the paragraph entitled "Voting at the Annual Meeting,"
on page 1 of the Company's Proxy Statement dated September 27,
1995;
(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.
Not applicable.
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 attorneys' fees), judgments, fines and
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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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exh. No. Description
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4.1 Certificate of Incorporation dated October 22, 1986 (filed as
Exhibit (3)(i) to Annual Report on Form 10-K for the
year ended June 30, 1987, incorporated herein by this reference).
4.2 Bylaws dated November 18, 1992 (restated) (filed as Exhibit 3(ii)
to Quarterly Report on Form 10-Q for the quarter ended
December 31, 1992, incorporated herein by this reference).
4.3** Form of The Clorox Company Value Sharing Plan.
23.1** Consent of Deloitte & Touche LLP.
24.1* Power of Attorney.
__________________
*Previously filed.
**To be filed by amendment.
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The Company hereby undertakes to submit The Clorox Company Value
Sharing Plan (the "Plan"), and any amendment thereto, to the Internal Revenue
Service for qualification under Section 401 of the Internal Revenue Code of
1986, as amended, in a timely manner, and to make all changes required by the
Internal Revenue Service necessary for such qualification of the Plan.
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;
(b) That, for the purpose of determining any liability
under the Securities Act of 1933 (the "Act"), 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 Act,
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 Act 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
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 May 10, 1996.
THE CLOROX COMPANY
By: /s/ G.C. Sullivan
----------------------------
G.C. Sullivan
Chairman of the Board, Chief
Executive Officer and President
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
- ------------------------------- ------------------------------------------------ -------------
<C> <S> <S>
/s/ G.C. Sullivan
- ------------------------------- Chairman of the Board, Chief May 10, 1996
G.C. Sullivan Executive Officer and President
/s/ W.F. Ausfahl
- ------------------------------- Group Vice President and Director May 10, 1996
W.F. Ausfahl (Principal Financial Officer)
/s/ D. Boggan Jr.*
- ------------------------------- Director May 10, 1996
D. Boggan, Jr.
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
- ------------------------------- ------------------------------------------------ -------------
<C> <S> <S>
- ------------------------------- Director May 10, 1996
J. W. Collins
/s/ U. Fairchild*
- ------------------------------- Director May 10, 1996
U. Fairchild
- ------------------------------- Director May 10, 1996
J. Kraulter
- ------------------------------- Director May 10, 1996
J. Manchot
- ------------------------------- Director May 10, 1996
D. O. Morton
/s/ E.L. Scarff*
- ------------------------------- Director May 10, 1996
E. L. Scarff
/s/ L.R. Scott*
- ------------------------------- Director May 10, 1996
L. R. Scott
/s/ F.N. Shumway*
- ------------------------------- Director May 10, 1996
F. N. Shumway
- ------------------------------- Director May 10, 1996
J. A. Vohs
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
- ------------------------------- ------------------------------------------------ -------------
<C> <S> <S>
- ------------------------------- Director May 10, 1996
C. A. Wolfe
/s/ H.J. Salvo, Jr.
- ------------------------------- Vice President-Controller (Principal May 10, 1996
H. J. Salvo, Jr. Accounting Officer)
*By: /s/ Edward Cutter
--------------------------- May 10, 1996
Edward Cutter
Attorney-in-Fact
</TABLE>
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