clorox_8aa.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-A/A
 
 
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
Pursuant to Section 12(b) or (g) of The
Securities Exchange Act of 1934
 
 
The Clorox Company
(Exact name of registrant as specified in its charter)
 

Delaware   1-07151   95-1567322
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS. Employer Identification No.)

1221 Broadway, Oakland, California   94612-1888
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (510) 271-7000
N/A
(Former name or former address if changed since last report.)
 
 
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box: x
 
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box: o
 
Securities Act registration statement file number to which this form relates: [N/A]
 
Securities to be registered pursuant to Section 12(b) of the Act:
 
        Name of Each Exchange on Which
Title of Each Class to be so Registered   Each Class is to be Registered
Preferred Stock Purchase Rights   New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act:
 
None
(Title of Each Class)
 
 

EXPLANATORY NOTE
 
This Amendment No. 1 to the registration statement on Form 8-A supersedes in its entirety the  Form 8-A filed by The Clorox Company on July 19, 2011, solely to make typographical corrections.
 
 
Item 1. Description of Securities To Be Registered.
 
On July 18, 2011, the Board of Directors of The Clorox Company (the “Company”), a Delaware corporation, declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $1.00 per share. The dividend is payable on July 28, 2011 to the stockholders of record on July 28, 2011.
 
The Board has adopted a rights agreement (the “Rights Agreement”) to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group that acquires 10% or more of the outstanding common stock of the Company without the approval of the Board. The Rights Agreement should not interfere with any merger or other business combination approved by the Board.
 
For those interested in the specific terms of the Rights Agreement as made between the Company and Computershare Trust Company, N.A., as the Rights Agent, dated as of July 18, 2011, we provide the following summary description. This description is only a summary, and is not complete, and should be read together with the entire Rights Agreement, which has been filed as an exhibit to this Registration Statement on Form 8-A. A copy of the agreement is available free of charge from the Company.
 
The Rights. The Rights will initially trade with, and will be inseparable from, the common stock. The Rights are evidenced only by certificates that represent shares of common stock. New Rights will accompany any new shares of common stock the Company issues after July 28, 2011 until the Distribution Date described below.
 
Exercise Price. Each Right will allow its holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock (a “Preferred Share”) for $350 (the “Exercise Price”), once the Rights become exercisable. This portion of a Preferred Share will give the stockholder approximately the same dividend and liquidation rights as would one share of common stock. Prior to exercise, the Right does not give its holder any dividend, voting, or liquidation rights.
 
Exercisability. The Rights will not be exercisable until 10 days after the public announcement that a person or group has become an “Acquiring Person” by obtaining beneficial ownership of 10% or more of the outstanding common stock.
 
Certain synthetic interests in securities created by derivative positions — whether or not such interests are considered to be ownership of the underlying common stock or are reportable for purposes of Regulation 13D of the Securities Exchange Act — are treated as beneficial ownership of the number of shares of the Company’s common stock equivalent to the economic exposure created by the derivative position, to the extent actual shares of the Company’s common stock are directly or indirectly held by counterparties to the derivatives contracts. Swaps dealers unassociated with any control intent or intent to evade the purposes of the Rights Plan are excepted from such imputed beneficial ownership.
 
 

The date when the Rights become exercisable is the “Distribution Date.” Until that date, the common stock certificates will also evidence the Rights, and any transfer of shares of common stock will constitute a transfer of Rights. After that date, the Rights will separate from the common stock and be evidenced by book-entry credits or by Rights certificates that the Company will mail to all eligible holders of common stock. Any Rights held by an Acquiring Person are void and may not be exercised.
 
Consequences of a Person or Group Becoming an Acquiring Person.
Preferred Share Provisions.
 
Each one one-thousandth of a Preferred Share, if issued:
The value of one one-thousandth interest in a Preferred Share should approximate the value of one share of common stock.
 
 

Expiration. The Rights will expire on July 16, 2012.
 
Redemption. The Board may redeem the Rights for $0.001 per Right at any time before any person or group becomes an Acquiring Person. If the Board redeems any Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only right of the holders of Rights will be to receive the redemption price of $0.001 per Right. The redemption price will be adjusted if the Company has a stock split or stock dividends of its common stock.
 
Exchange. After a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of the outstanding common stock of the Company, the Board may extinguish the Rights by exchanging one share of common stock or an equivalent security for each Right, other than Rights held by the Acquiring Person.
 
Anti-Dilution Provisions. The Board may adjust the purchase price of the Preferred Shares, the number of Preferred Shares issuable and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split, a reclassification of the Preferred Shares or common stock. No adjustments to the Exercise Price of less than 1% will be made.
 
Amendments. The terms of the Rights Agreement may be amended by the Board without the consent of the holders of the Rights. After a person or group becomes an Acquiring Person, the Board may not amend the agreement in a way that adversely affects holders of the Rights.
 
The Certificate of Designations of Series A Junior Participating Stock and the Rights Agreement, dated as of July 18, 2011, between the Company and Computershare Trust Company, N.A., as Rights Agent, specifying the terms of the Rights is attached hereto as an exhibit and is incorporated herein by reference. The foregoing description of the Rights is qualified in its entirety by reference to such exhibit.
 
Item 2. Exhibits.
 
  3.1   Certificate of Designations for The Clorox Company Series A Junior Participating Preferred Stock (Incorporated by reference to Exhibit 3.1 to The Clorox Company’s Form 8-K filed on July 19, 2011).
               
  4.1   Rights Agreement, dated as of July 18, 2011, between The Clorox Company and Computershare Trust Company, N.A., which includes the form of Certificate of Designations of Series A Junior Participating Preferred Stock as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C (Incorporated by reference to Exhibit 4.1 to The Clorox Company’s Form 8-K filed on July 19, 2011).

 

SIGNATURE
 
     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
 
THE CLOROX COMPANY
Date: July 20, 2011
 
   
By:   /s/ Laura Stein
  Name: Laura Stein
  Title:   Senior Vice President – General Counsel

 

EXHIBIT LIST
 
3.1   Certificate of Designations for The Clorox Company Series A Junior Participating Preferred Stock, dated as of July 18, 2011 (Incorporated by reference to Exhibit 3.1 to The Clorox Company’s Form 8-K filed on July 19, 2011).
         
4.1   Rights Agreement, dated as of July 18, 2011, between The Clorox Company and Computershare Trust Company, N.A., which includes the form of Certificate of Designations of Series A Junior Participating Preferred Stock as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C (Incorporated by reference to Exhibit 4.1 to The Clorox Company’s Form 8-K filed on July 19, 2011).