As filed with the Securities and Exchange Commission on
December 6, 1999. Registration No. 333-69455
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-4
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)
G. C. Sullivan
Chairman of the Board and Chief Executive Officer
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)
With a copy to:
Peter D. Bewley, Esq.
Senior Vice President-General Counsel and Secretary
The Clorox Company
1221 Broadway
Oakland, CA 94612-1888
and
John W. Campbell III, Esq.
Morrison & Foerster LLP
425 Market Street
San Francisco, CA 94105
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 2 amends Registration Statement
No. 333-69455, which was previously filed on Form S-4 (the "Original
Registration Statement") in connection with the merger (the "Merger")
of a wholly-owned subsidiary of The Clorox Company (the "Registrant")
with and into First Brands Corporation ("First Brands"). In
connection with the filing of the Original Registration Statement,
20,394,076 shares of the Registrant's Common Stock, $1.00 par value
per share (the "Common Stock"), were registered with the Securities
and Exchange Commission and the applicable filing fee was paid. The
number of shares registered pursuant to the Original Registration
Statement included (i) those shares of Common Stock expected to be
distributed to holders of the common stock of First Brands in
connection with the Merger and (ii) 612,484 shares of Common Stock
issuable upon exercise of options outstanding under the First Brands
1989 Long Term Incentive Plan, the First Brands 1994 Performance
Stock Option and Incentive Plan and the First Brands Non-Employee
Directors Stock Option Plan (the "Stock Option Plans"). The actual
number of shares of Common Stock distributed to holders of common
stock of First Brands was 14,068,873. On June 23, 1999, the
Registrant filed a Post-Effective Amendment No. 1 on Form S-8 in
order to amend the Original Registration Statement to effect the
registration of the 612,484 shares of Common Stock issuable
pursuant to the Stock Option Plans. On September 7, 1999, the
Registrant filed a registration statement on Form S-8 (Registration
No. 333-86783), registering 100,000 shares of the Registrant's
Common Stock issuable in connection with the Savings Plan for
Employees of First Brands Corporation and Participating
Subsidiaries that were previously registered pursuant to the
Original Registration Statement. Therefore, of the 20,394,076
shares registered pursuant to the Original Registration Statement,
a total of 14,781,357 shares of Common Stock have been issued or
remain issuable.
On August 23, 1999, the Registrant effected a 2-for-1 split of
its common stock in the form of a stock dividend. The above share
numbers do not reflect this stock split.
Based upon the foregoing, the Registrant hereby deregisters
the remaining 5,612,719 shares of its Common Stock (11, 225,438
shares on a post-split basis) heretofore registered pursuant to
the Original Registration Statement but unissued as of the
date this Post-Effective Amendment No. 2 is filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 2
to the Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Oakland, State of California, on December 6, 1999.
THE CLOROX COMPANY
By: /s/ PETER D. BEWLEY
-----------------
Peter D. Bewley
Senior Vice President-General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to the Registration Statement on
Form S-4 has been signed by the following persons in the capacities
and on the date indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
- ---------------------- ---------------------------------- -------------------
/s/ G. C. SULLIVAN* Chairman of the Board and December 6, 1999
G. C. Sullivan Chief Executive Officer
/s/ D. BOGGAN, JR.* Director December 6, 1999
D. Boggan, Jr.
E. L. Chao Director
/s/ J. W. COLLINS*.* Director December 6, 1999
J. W. Collins
/s/ U. FAIRCHILD* Director December 6, 1999
U. Fairchild
/s/ T. M. FRIEDMAN* Director December 6, 1999
T. M. Friedman
/s/ J. MANCHOT* Director December 6, 1999
J. Manchot
R. Matschullat Director
/s/ D. O. MORTON* Director December 6, 1999
D. O. Morton
/s/ K. MORWIND* Director December 6, 1999
K. Morwind
/s/ E. L. SCARFF* Director December 6, 1999
E. L. Scarff
/s/ L. R. SCOTT* Director December 6, 1999
L. R. Scott
/s/ C. A. WOLFE* Director December 6, 1999
C. A. Wolfe
/s/ K. M. ROSE* Group Vice President-Finance December 6, 1999
K. M. Rose and Chief Financial Officer
(Principal Financial Officer)
/s/ H. J. SALVO, JR.* Vice President-Controller December 6, 1999
H. J. Salvo, Jr. (Principal Accounting Officer)
</TABLE>
By: */s/ Peter D. Bewley
-------------------------
Peter D. Bewley
Attorney-in-fact
