FORM 8-A/A
Amendment No. 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
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| Delaware |
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31-0595760 |
(Jurisdiction of incorporation
or organization)
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(IRS Employer
Identification No.) |
1221 Broadway
Oakland, California 94612
(Address of principal executive offices)
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), check the following box.
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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), check the following box.
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Securities to be registered pursuant to Section 12(b) of the Act:
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| Title of each class |
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Name of each exchange on |
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| to be so registered |
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which each class is to be registered |
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Common Stock, $1.00 par value
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New York Stock Exchange
Pacific Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Registrant’s Securities to be Registered.
This Amendment No. 1 to the registration statement on Form 8-A/A amends the registration
statement on Form 8-A that The Clorox Company (the “Company”) filed on April 24, 1987.
Common Stock
The Company is authorized to issue up to 750,000,000 shares of common stock, $1.00 par value
per share (the “Common Stock”). Holders of shares of Common Stock are entitled to one vote per
share on all matters to be voted on by stockholders. The holders of Common Stock are entitled to
receive such dividends, if any, as may be declared from time to time by the Company’s Board of
Directors out of funds legally available therefor. Upon liquidation or dissolution of the Company,
the holders of Common Stock are entitled to share ratably in the distribution of assets, subject to
the rights of the holders of Preferred Stock (as defined below), if any. Holders of Common Stock
have no preemptive rights, subscription rights or conversion rights. There are no redemption or
sinking fund provisions with respect to the Common Stock. As of December 31, 2005, there were
approximately 150,109,814 shares of Common Stock outstanding, held by approximately 13,462 holders
of record.
In addition, the Company is authorized to issue 5,000,000 shares of preferred stock, $1.00 par
value per share (the “Preferred Stock”), in one or more series as determined by the Board of
Directors. No shares of Preferred Stock are currently issued or outstanding. The Board of
Directors may, without further action by the stockholders of the Company, issue a series of
Preferred Stock and fix the rights and preferences of those shares, including the dividend rights,
dividend rates, conversion rights, exchange rights, voting rights, terms of redemption, redemption
price or prices, liquidation preferences, the number of shares constituting any series and the
designation of such series. The rights of the holders of Common Stock will be subject to, and may
be adversely affected by, the rights of the holders of any Preferred Stock issued by the Company in
the future. The number of authorized shares of Preferred Stock may be increased or decreased (but
not below the number of shares thereof then outstanding) by the affirmative vote of the holders of
a majority of the Common Stock, without a vote of the holders of the Preferred Stock, or of any
series thereof, unless a vote of any such holders is required pursuant to the certificate or
certificates establishing the series of Preferred Stock.
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