Securities Registration: Employee Benefit Plan (s-8)
August 16 2016 - 4:52PM
Edgar (US Regulatory)
As filed with the
Securities and Exchange Commission on August 16, 2016.
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Registration No.
333-_______
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SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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THE CLOROX
COMPANY
(Exact name of registrant as
specified in its charter)
DELAWARE
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31-0595760
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(State or other
jurisdiction of
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(I.R.S.
Employer
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incorporation or
organization)
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Identification
Number)
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1221 Broadway
Oakland, California
94612-1888
(510)
271-7000
(Address of Principal
Executive Offices)
THE CLOROX COMPANY 2005 STOCK INCENTIVE
PLAN
(Full Title of the Plans)
Laura Stein
Executive Vice President -- General Counsel & Corporate Affairs
The Clorox
Company
1221
Broadway
Oakland, California
94612-1888
(510)
271-7000
(Name, address and telephone
number including area code of agent for service)
____________
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
Large accelerated
filer
þ
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Accelerated
filer
o
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Non-accelerated
filer
o
(Do
not check if a smaller reporting company)
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Smaller
reporting company
o
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____________
CALCULATION OF
REGISTRATION FEE
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Proposed Maximum
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Proposed Maximum
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Amount to be
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Offering Price
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Aggregate
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Amount of
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Title of Securities to be
Registered (1)
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Registered(2)
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Per Share(3)
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Offering Price(3)
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Registration Fee
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Common Stock, par value
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$1.00 per
share
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10,000,000
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$132.81
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$1,328,100,000
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$133,740
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(1)
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In addition to the
number of shares of the common stock, par value $1.00 per share (the
Common Stock) of The Clorox Company (the Company or Registrant)
stated above, this Registration Statement covers an indeterminate number
of options and other rights to acquire Common Stock, to be granted
pursuant to The Clorox Company 2005 Stock Incentive Plan (the
Plan).
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(2)
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Pursuant to Rule
416(a) under the Securities Act of 1933, as amended, there is also being
registered such additional shares of the Common Stock that become
available under the Plan in connection with changes in the number of
shares of outstanding Common Stock because of events such as
recapitalizations, stock dividends, stock splits and reverse stock splits,
and any other securities with respect to which the outstanding shares are
converted or exchanged.
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(3)
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Calculated solely for
the purpose of determining the registration fee pursuant to Rule 457(c)
and Rule 457(h) of the Securities Act of 1933, as amended. The proposed
maximum offering price per share and the proposed maximum aggregate
offering price are based upon the average of the high and low sales prices
of the Companys Common Stock, as reported on the New York Stock Exchange
on August
15
, 2016.
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NOTE
This Registration Statement on
Form S-8 is filed pursuant to General Instruction E to Form S-8 for the purpose
of registering an additional 10,000,000 shares of the Common Stock of the
Company, which may be issued pursuant to awards under the Plan. In accordance
with General Instruction E to Form S-8, the Company hereby incorporates herein
by reference the Form S-8 filed by the Company with respect to the Plan on
February 2, 2006 (SEC File No. 333-131487) and on February 12, 2014 (SEC File
No. 333-193913), together with all exhibits filed therewith or incorporated
therein by reference (Prior Registration Statements). The Prior Registration
Statements are currently effective.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit No.
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Description
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4.1
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*
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Restated Certificate of Incorporation (filed as
Exhibit 3(iii) to the Quarterly Report on Form 10-Q for the quarter ended
December 31, 1999, incorporated herein by
reference).
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4.2
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*
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Bylaws (amended and restated) of the Company
(filed as Exhibit 3.2 to the Current Report on Form 8-K, filed August 28,
2015, incorporated herein by reference).
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5.1
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Opinion of General Counsel of the Company.
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23.1
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Consent of Ernst & Young
LLP.
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23.2
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Consent of General Counsel of the Company
(included in Exhibit 5.1).
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24.1
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Power of attorney (included on signature
page).
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99.1
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*
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The Clorox Company 2005 Stock Incentive Plan
(filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the
quarter ended December 31, 2012, incorporated herein by
reference).
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99.2
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*
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Form
of Performance Share Award Agreement under the Companys 2005 Stock
Incentive Plan (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q
for the quarter ended September 30, 2015, incorporated herein by
reference).
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99.3
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*
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Form of Restricted Stock Unit Award Agreement
under the Companys 2005 Stock Incentive Plan (filed as Exhibit 10.13 to
the Annual Report on Form 10-K for the fiscal year ended June 30, 2013,
incorporated herein by reference).
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99.4
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*
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Form
of Nonqualified Stock Option Award Agreement under the Companys 2005
Stock Incentive Plan (filed as Exhibit 10.14 to the Annual Report on Form
10-K for the fiscal year ended June 30, 2014, incorporated herein by
reference).
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*Incorporated by reference.
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 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 this 16th day of August, 2016.
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THE CLOROX
COMPANY
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By:
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/s/
B. Dorer
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B.
Dorer
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Chief Executive
Officer
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POWER OF
ATTORNEY
Each person whose signature
appears below constitutes and appoints B. Dorer, S. M. Robb, L. Stein, and each
of them, his or her true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, severally, for him or her and in his
or her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto and other 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 premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them or their or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
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.
Signature
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Title
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Date
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/s/ R. H. Carmona
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Director
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August 16, 2016
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R.
H. Carmona
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/s/ S. C. Fleischer
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Director
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August 16, 2016
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S.
C. Fleischer
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/s/ G. J. Harad
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Director
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August 16, 2016
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G.
J. Harad
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/s/ E. Lee
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Director
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August 16, 2016
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E.
Lee
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/s/ R. W. Matschullat
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Director
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August 16, 2016
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R.
W. Matschullat
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/s/ J. Noddle
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Director
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August 16, 2016
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J.
Noddle
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/s/ R. Rebolledo
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Director
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August 16, 2016
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R.
Rebolledo
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/s/ P. Thomas-Graham
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Director
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August 16, 2016
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P.
Thomas-Graham
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/s/ C. M. Ticknor
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Director
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August 16, 2016
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C.
M. Ticknor
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/s/ C. J. Williams
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Director
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August 16, 2016
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C.
J. Williams
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/s/ A. D. D. Mackay
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Director
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August 16, 2016
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A.
D. D. Mackay
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/s/ B. Dorer
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Chairman and Chief Executive Officer
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August 16, 2016
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B.
Dorer
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(Principal Executive Officer)
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/s/ S. M. Robb
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Executive Vice President Chief Financial
Officer
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August 16, 2016
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S.
M. Robb
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(Principal Financial Officer)
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/s/ T. Johnson
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Vice
President Global Business Services and
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August 16, 2016
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T.
Johnson
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Chief Accounting Officer (Principal Accounting
Officer)
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Exhibit Index
Exhibit No.
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Description
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4.1
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*
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Restated Certificate of Incorporation (filed as
Exhibit 3(iii) to the Quarterly Report on Form 10-Q for the quarter ended
December 31, 1999, incorporated herein by
reference).
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4.2
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*
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Bylaws (amended and restated) of the Company
(filed as Exhibit 3.1 to the Current Report on Form 8-K, filed August 28,
2015, incorporated herein by reference).
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5.1
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Opinion of General Counsel of the Company.
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23.1
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Consent of Ernst & Young
LLP.
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23.2
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Consent of General Counsel of the Company
(included in Exhibit 5.1).
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24.1
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Power of attorney (included on signature
page).
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99.1
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*
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The Clorox Company 2005 Stock Incentive Plan
(filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the
quarter ended December 31, 2012, incorporated herein by
reference).
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99.2
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*
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Form
of Performance Share Award Agreement under the Companys 2005 Stock
Incentive Plan (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q
for the quarter ended September 30, 2015, incorporated herein by
reference).
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99.3
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*
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Form of Restricted Stock Unit Award Agreement
under the Companys 2005 Stock Incentive Plan (filed as Exhibit 10.13 to
the Annual Report on Form 10-K for the fiscal year ended June 30, 2013,
incorporated herein by reference).
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99.4
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*
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Form
of Nonqualified Stock Option Award Agreement under the Companys 2005
Stock Incentive Plan (filed as Exhibit 10.14 to the Annual Report on Form
10-K for the fiscal year ended June 30, 2014, incorporated herein by
reference).
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*Incorporated by reference.
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