S-3 Registration Statement – Clorox Co.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
THE CLOROX COMPANY
(Exact name of registrant as specified in its charter)
|
Delaware |
31-0595760 |
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(State or other jurisdiction of |
(IRS Employer |
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incorporation or organization) |
Identification Number) |
1221 Broadway, Oakland, California 94612-1888
(510) 271-7000
(Address, including zip code, and telephone number, including area
code, of registrant153s principal executive offices)
Laura Stein
Senior Vice President : General Counsel
The Clorox Company
1221 Broadway
Oakland, California 94612-1888
(510) 271-7000
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
Linda L. Griggs, Esq.
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
(202) 739-3000
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this registration
statement.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. ¨
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. 190
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D.
or a post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. 190
If this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box. ¨
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. (Check one): ¨
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Large accelerated filer 190 |
Accelerated filer ¨ |
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Non-accelerated filer ¨ |
Smaller reporting company ¨ |
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(Do not check if a smaller reporting company) |
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CALCULATION OF REGISTRATION FEE
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Proposed |
Proposed |
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Maximum |
maximum |
Amount of |
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Title of each class of securities to |
Amount to be |
Offering Price |
aggregate |
Registration |
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be registered |
registered |
per Unit |
offering price |
Fee |
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Debt Securities |
(1) |
(1) |
(1) |
(1) |
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(1) An indeterminate amount of securities to be offered at indeterminate |
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PROSPECTUS [omitted by Findlaw]
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the costs and expenses to be borne by the
Registrant in connection with the offerings described in this Registration
Statement.
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SEC filing fee for registration statement |
$ |
(1) |
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Rating agencies153 fees |
(2) |
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Legal fees and expenses |
(2) |
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Accounting fees and expenses |
(2) |
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Trustees153 fees and expenses |
(2) |
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Printing |
(2) |
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Blue sky fees and expenses |
(2) |
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Miscellaneous |
(2) |
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Total |
$ |
(2) |
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(1) |
To be deferred pursuant to Rule 456(b) and calculated in connection with the |
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(2) |
These fees and expenses will be reflected in the applicable prospectus |
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Item 15. Indemnification of Directors and Officers.
Under Section 145 of the Delaware General Corporation Law (8 Delaware Code
§145), the Company has broad powers to indemnify its directors and officers
against liabilities that they may incur in such capacities, including
liabilities under the Securities Act of 1933, as amended. In addition, the
Company153s Restated Certificate of Incorporation provides for indemnification of
its directors and officers.
Article Eight of the Company153s Restated Certificate of Incorporation provides
that anyone who is or was a director or officer of the Company shall be
indemnified and held harmless to the fullest extent authorized by the Delaware
General Corporation Law. This includes indemnity against all expenses, liability
and loss (including attorneys153 fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement).
Pursuant to Delaware law, this includes elimination of liability for monetary
damages for breach of the directors153 fiduciary duty of care to the Company and
its stockholders. These provisions do not eliminate the directors153 duty of care
and, in appropriate circumstances, equitable remedies such as injunctive or
other forms of non-monetary relief will remain available under Delaware law. The
provision does not affect a director153s responsibilities under any other laws,
such as the federal securities laws, or state or federal environmental laws.
Article Nine of the Company153s Restated Certificate of Incorporation provides
that its directors shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty, except for
liability (i) for any breach of the director153s duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware (relating to
certain unlawful payments of dividends or unlawful stock purchases or
redemptions), or (iv) for any transaction from which the director derived an
improper 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.
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In addition, the Company has entered into various agreements whereby it has
agreed to indemnify its officers and directors for specific liabilities that
they may incur in such capacities, including any liability that may arise in the
management of the Company153s employee benefit plans. In addition, the Company has
entered into change of control agreements with certain of its officers pursuant
to which, among other things, it has agreed to make an additional payment to the
officer in respect of any tax imposed on the officer under Section 4999 of the
Internal Revenue Code of 1986, as amended (which deals with certain payments
contingent on a change in control).
Item 16. Exhibits.
The following is a list of all exhibits filed as a part of this registration
statement on Form S-3.
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Exhibit |
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Number |
Description of Exhibit |
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1.1 |
Form of Underwriting Agreement* |
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4.1 |
Form of Indenture between the Company and The Bank of New York Trust Company, |
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4.2 |
Supplemental Indenture between the Company, The Bank of New York Trust |
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4.3 |
Second Supplemental Indenture between the Company and Wells Fargo Bank, |
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5.1 |
Opinion of Morgan, Lewis & Bockius LLP |
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12.1 |
Computation of Ratio of Earnings to Fixed Charges of the Company and |
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23.1 |
Consent of Ernst & Young LLP |
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23.2 |
Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1) |
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24.1 |
Power of Attorney (included on signature page) |
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25.1 |
Statement of Eligibility on Form T-1 of Wells Fargo Bank, National |
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*To be filed by amendment or as an exhibit to a document incorporated herein
by reference.
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Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and
(iii) 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;
provided, however, that paragraphs (i), (ii) and (iii) do not apply
if the registration statement is on Form S-3 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is part of the
registration statement;
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment 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;
(3) 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;
(4) that, for the purpose of determining liability under the Securities Act
of 1933 to any purchaser:
(A) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall
be deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5)
or (b)(7) as part of a registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose
of providing the information required by Section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which the prospectus
relates, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Provided, however,
that no statement made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such
effective date; and
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(5) that, for the purpose of determining liability of the Registrant under
the Securities Act of 1933 to any purchaser in the initial distribution of the
securities, the undersigned Registrant undertakes that in a primary offering of
securities of the undersigned Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned Registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned Registrant
relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned Registrant or used or referred to by the undersigned
Registrant;
(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned Registrant or its
securities provided by or on behalf of an undersigned Registrant; and
(iv) Any other communication that is an offer in the offering made by the
undersigned Registrant to the purchaser.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of Registrant153s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act that is incorporated by reference in this 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 SEC 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
liabilities (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 Clorox
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 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 the 14th day of
November, 2011.
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THE CLOROX COMPANY |
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By: |
/s/ Donald R. Knauss |
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Donald R. Knauss |
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Chairman and Chief Executive Officer |
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POWER OF ATTORNEY
The undersigned do hereby constitute and appoint Donald R. Knauss, Laura
Stein, and Daniel J. Heinrich, or any of them, our true and lawful attorneys and
agents, to sign for us or any of us in our names and in the capacities indicated
below, any and all amendments (including post-effective amendments) to this
Registration Statement and to file the same, with all exhibits thereto and other
documents required in connection therewith, and to do any and all acts and
things in our names and in the capacities indicated below, which said attorneys
and agents, or any of them, may deem necessary or advisable to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules, regulations, and requirements of the Securities and Exchange Commission,
in connection with this Registration Statement; and we do hereby ratify and
confirm all that the said attorneys and agents, or any of them, shall do or
cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 14th day of November, 2011.
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Signature |
Title |
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/s/ D. R. Knauss |
Chairman and Chief Executive Officer |
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D. R. Knauss |
(Principal Executive Officer) |
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/s/ D. J. Heinrich |
Executive Vice President : Chief Financial Officer |
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D. J. Heinrich |
(Principal Financial Officer) |
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/s/ S. A. Gentile |
Vice President : Controller |
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S. A. Gentile |
(Principal Accounting Officer) |
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/s/ D. Boggan, Jr. |
Director |
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D. Boggan, Jr. |
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/s/ R. H. Carmona |
Director |
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R. H. Carmona |
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/s/ T. M. Friedman |
Director |
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T. M. Friedman |
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/s/ G. J. Harad |
Director |
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G. J. Harad |
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/s/ R. W. Matschullat |
Director |
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R. W. Matschullat |
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/s/ G. G. Michael |
Director |
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G. G. Michael |
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/s/ E. A. Mueller |
Director |
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E. A. Mueller |
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/s/ J. L. Murley |
Director |
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J. L. Murley |
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/s/ P. Thomas-Graham |
Director |
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P. Thomas-Graham |
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/s/ C. M. Ticknor |
Director |
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C. M. Ticknor |
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EXHIBIT INDEX
|
Exhibit |
||
|
Number |
Description of Exhibit |
|
|
1.1 |
Form of Underwriting Agreement* |
|
|
4.1 |
Form of Indenture between the Company and The Bank of New York Trust Company, |
|
|
4.2 |
Supplemental Indenture between the Company, The Bank of New York Trust |
|
|
4.3 |
Second Supplemental Indenture between the Company and Wells Fargo Bank, |
|
|
5.1 |
Opinion of Morgan, Lewis & Bockius LLP |
|
|
12.1 |
Computation of Ratio of Earnings to Fixed Charges of the Company and |
|
|
23.1 |
Consent of Ernst & Young LLP |
|
|
23.2 |
Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1) |
|
|
24.1 |
Power of Attorney (included on signature page) |
|
|
25.1 |
Statement of Eligibility on Form T-1 of Wells Fargo Bank, National |
|
*To be filed by amendment or as an exhibit to a document incorporated herein
by reference.
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