
<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM 8-A
                                        
                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                                  CLARCOR Inc.
- --------------------------------------------------------------------------------
          (Exact name of registrant as specified in its charter)


                 Delaware                                   36-0922490
- ----------------------------------------               --------------------
(State of incorporation or organization)               (I.R.S. Employer
                                                        Identification No.)


2323 Sixth Street, P.O. Box 7007
Rockford, Illinois                                            61125       
- ----------------------------------------               -------------------
(Address of principal executive offices)                    (Zip Code)

If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box.  /  /

If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box.  /  /


Securities to be registered pursuant to Section 12(b) of the Act:


     Title of each class                Name of each exchange on which
     to be so registered                each class is to be registered
     --------------------------         ------------------------------
     Rights to Purchase Series          New York Stock Exchange
     B Junior Participating
     Preferred Stock   

Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
- --------------------------------------------------------------------------------
                                (Title of class)

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                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

          On March 28, 1996, the Board of Directors (the "Board") of CLARCOR
Inc., a Delaware corporation (the "Company"), declared a dividend of one
preferred stock purchase right (a "Right") for each outstanding share of Common
Stock, $1 par value (the "Common Stock"), of the Company.  The dividend is
payable on April 25, 1996 (the "Record Date") to the holders of record of the
Common Stock at the Close of Business on such date.  Each Right entitles the
holder thereof (except as described below) to purchase from the Company one one-
hundredth of a share of the Series B Junior Participating Preferred Stock, $100
par value (the "Preferred Shares"), of the Company at a price (the "Exercise
Price") of $80 per one one-hundredth of a Preferred Share, subject to
adjustment.  The terms of the Rights are set forth in the Stockholders Rights
Agreement dated as of March 28, 1996 (the "Rights Agreement") between the
Company and First Chicago Trust Company of New York, as Rights Agent (the
"Rights Agent").  Capitalized terms not defined herein have the respective
meanings specified in the Rights Agreement.

DISTRIBUTION DATE; TRANSFER OF RIGHTS.

          Initially, the Rights associated with the Common Stock outstanding as
of the Record Date will be evidenced solely by the stock certificates for such
Common Stock, with a copy of this Summary of Rights attached thereto.  The
Rights will separate from the Common Stock upon the earliest to occur of (i) 10
Business Days after the first public announcement that any Person (other than an
Exempt Person (as hereinafter defined)) has become an Acquiring Person (as
hereinafter defined) and (ii) 10 Business Days after the commencement by any
Person (other than an Exempt Person) of, or the first public announcement of its
intention to commence, a tender or exchange offer if, upon the consummation
thereof, such Person would be the Beneficial Owner of 15% or more of the
outstanding shares of Common Stock (the earliest of the dates specified in (i)
and (ii) being hereinafter called the "Distribution Date"). After the
Distribution Date, the Rights will be evidenced solely by separate certificates
and will trade independently from the Common Stock.  

          An "Acquiring Person" is any Person who or which, together with its
Affiliates and Associates, has acquired 15% or more of the shares of Common
Stock then outstanding, but does not include (i) the Company, (ii) any
Subsidiary of the Company, (iii) any employee benefit plan or other compensation
program or arrangement of the Company or of any such Subsidiary or (iv) any
Person holding shares of Common Stock for or pursuant to the terms of any such
plan, program or arrangement (the Persons 

                                      -2-

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specified in clauses (i) through (iv) being herein collectively called 
"Exempt Persons").  A "Disinterested Director" is (i) any member of the Board 
who is not a Restricted Person (as hereinafter defined), or a representative 
or nominee of a Restricted Person, and was a member of the Board prior to the 
date of the Rights Agreement and (ii) any individual who subsequently becomes 
a member of the Board and is not a Restricted Person, or a representative or 
nominee of a Restricted Person, and whose nomination for election to the 
Board is recommended or approved by a majority of the Disinterested Directors 
then in office.  A "Restricted Person" is an Acquiring Person or any 
Affiliate or Associate thereof.

          The Rights Agreement provides that, until the Distribution Date (or
the earlier redemption or expiration of the Rights), the Rights may be
transferred only with the associated shares of Common Stock.  Until the
Distribution Date (or the earlier redemption or expiration of the Rights), stock
certificates for Common Stock issued after the Record Date, either upon transfer
of outstanding shares or original issuance of additional shares of Common Stock,
will contain a legend incorporating the Rights Agreement by reference.  Until
the Distribution Date (or the earlier redemption or expiration of the Rights),
the surrender for transfer of any stock certificate for shares of Common Stock,
with or without such legend and whether or not a copy of this Summary of Rights
is attached thereto, will also constitute the transfer of the Rights associated
with the shares of Common Stock represented by such stock certificate.  

          As soon as practicable after the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to the
holders of record of the Common Stock as of the Close of Business on the
Distribution Date, which thereafter will constitute the sole evidence of the
Rights.  Each share of Common Stock issued by the Company after the Record Date
and prior to the earlier redemption or expiration of the Rights, including any
shares of Common Stock issued by reason of the exercise of any option, warrant,
right (other than the Rights) or conversion or exchange privilege (however
evidenced) issued by the Company prior to the Distribution Date, will be
accompanied by a Right (unless the Board expressly provides to the contrary at
the time of issuance of any such option, warrant, right or privilege), and
Rights Certificates evidencing such Rights will be issued at the same time as
the stock certificates for the associated shares of Common Stock.

          The Rights are not exercisable until the Distribution Date.  Moreover,
the time when the Rights may be exercised is restricted as described in the next
paragraph.  The Rights will expire on April 25, 2006 (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless the Rights are
earlier redeemed or exchanged by the Company, in each case as described below.  

                                      -3-

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EXERCISE OF RIGHTS UNDER CERTAIN CIRCUMSTANCES.

          In the event that any Person becomes an Acquiring Person, proper
provision will be made so that the registered holder of each Right (other than
Rights Beneficially Owned as described in the next sentence) will thereafter
have the right to receive, upon exercise thereof, the number of shares of Common
Stock which, at the time of the occurrence of such event, will have a market
value equal to two times the then current Exercise Price.  After any Person
becomes an Acquiring Person, all Rights which are, or (under certain
circumstances specified in the Rights Agreement) were, Beneficially Owned by a
Restricted Person or specified transferees therefrom will be or become void. 

          If, on or after the date on which any Person has become an Acquiring
Person any of the following transactions occur:  (i) the Company merges into or
consolidates with an Interested Stockholder (as hereinafter defined) or, unless
all holders of the Company's outstanding shares of Common Stock are treated the
same, another Person (with limited designated exceptions); (ii) an Interested
Stockholder or, unless all holders of the Company's outstanding shares of Common
Stock are treated the same, another Person (with limited designated exceptions)
merges into the Company and either (A) all or part of the outstanding shares of
Common Stock of the Company are converted into capital stock or other securities
of any other Person (or the Company), cash and/or other property or (B) such
shares remain outstanding, unconverted and unchanged; or (iii) the Company sells
or transfers 50% or more of its consolidated assets or earning power to an
Interested Stockholder (as hereinafter defined) or, unless all holders of the
Company's outstanding shares of Common Stock are treated the same, another
Person (with limited designated exceptions); proper provision will be made so
that the registered holder of each Right (other than Rights which have become
void) will thereafter have the right (the "Flip-Over Right") to receive, upon
exercise thereof, the number of common shares of the acquiror (or of another
Person affiliated therewith) which, at the time of consummation of such
transaction, will have a market value equal to two times the then current
Exercise Price.  An "Interested Stockholder" is any Restricted Person or any
Affiliate or Associate of any other Person in which such Restricted Person has
an interest, or any Person acting, directly or indirectly, on behalf of or in
concert with any such Restricted Person.

ADJUSTMENTS TO EXERCISE PRICE AND STOCK PURCHASABLE         
UPON EXERCISE.

          The Exercise Price payable, the number and kind of shares of capital
stock issuable upon exercise of the Rights and the number of Rights outstanding
are subject to adjustment from time to time to prevent dilution (i) in the event
of a dividend payable in Preferred Shares on, or a subdivision, combination or

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reclassification of, the Preferred Shares, (ii) upon the grant to the holders of
the Preferred Shares of certain options, warrants or rights to subscribe for or
purchase Preferred Shares at a price, or securities convertible into or
exchangeable for Preferred Shares with a conversion or exchange price, less than
the then Fair Market Value of the Preferred Shares or (iii) upon the
distribution to the holders of the Preferred Shares of cash, securities,
evidences of indebtedness or other property (other than a regular quarterly cash
dividend or a dividend payable in Preferred Shares) or options, warrants or
rights (other than those referred to in clause (ii) above). 

          The number of outstanding Rights and the number of one one-hundredths
of a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a dividend on the Common Stock payable in shares of
Common Stock or a subdivision, combination or reclassification of the Common
Stock occurring, in any such case, prior to the Distribution Date. 

          With certain specified exceptions, no adjustment in the Exercise Price
will be made until the cumulative adjustments required equal at least 1% of the
Exercise Price.  The Company is not required to issue fractional Preferred
Shares (other than fractions which are multiples of one one-hundredth of a
Preferred Share), but in lieu thereof the Company would be required to make a
cash payment based on the Fair Market Value of the Preferred Shares on the
trading day immediately preceding the date of exercise. 

TERMS OF PREFERRED SHARES.

               The Preferred Shares receivable upon exercise of the Rights will
not be redeemable.  Each Preferred Share will entitle the holder thereof to
receive a preferential quarterly dividend equal to the greater of (i) $64 and
(ii) 100 times the aggregate per share amount of all cash dividends, plus 100
times the aggregate per share amount (payable in kind) of all non-cash dividends
and other distributions (other than in shares of Common Stock), declared on the
Common Stock during such quarter, adjusted to give effect to any dividend on the
Common Stock payable in shares of Common Stock or any subdivision, combination
or reclassification of the Common Stock (a "Dilution Event").  Each Preferred
Share will entitle the holder thereof to 100 votes on all matters submitted to a
vote of the stockholders of the Company, voting together as a single class with
the holders of the Common Stock and the holders of any other class of capital
stock having general voting rights, adjusted to give

                                      -5-

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effect to any Dilution Event.  In the event of liquidation of the Company, 
the holder of each Preferred Share will be entitled to receive a preferential 
liquidation payment equal to the greater of (i) $100 and (ii) 100 times the 
aggregate per share amount to be distributed to the holders of the Common 
Stock, adjusted to give effect to any Dilution Event, plus an amount equal to 
accrued and unpaid dividends and distributions on such Preferred Share, 
whether or not declared, to the date of such payment.  In the event of any 
merger, consolidation or other transaction in which the outstanding shares of 
Common Stock of the Company are exchanged for or converted into other capital 
stock, securities, cash and/or other property, each Preferred Share will be 
similarly exchanged or converted into 100 times the per share amount 
applicable to the Common Stock, adjusted to give effect to any Dilution Event.

          Because of the nature of the dividend, voting, liquidation and other
rights accorded to each Preferred Share, the value of the one one-hundredth of a
Preferred Share receivable upon the exercise of each Right should approximate
the value of one share of Common Stock.  

REDEMPTION OF RIGHTS.

               At any time prior to the earliest of (i) 10 Business Days after
the first public announcement that any Person (other than an Exempt Person) has
become an Acquiring Person, (ii) the occurrence of any transaction which permits
the exercise of the Flip-Over Right and (iii) the Final Expiration Date, the
Board may redeem the Rights in whole, but not in part, at the redemption price
of $.01 per Right, adjusted to give effect to any Dilution Event (the
"Redemption Price"); provided, that, under certain circumstances specified in
the Rights Agreement, the Rights may not be redeemed unless there are
Disinterested Directors in office and such redemption is approved by at least a
majority of the Disinterested Directors.  The redemption of the Rights may be
made effective at such time, on such basis and with such conditions as the
Board, in its sole discretion, may establish.  After the redemption period has
expired, the Company's right of redemption may be reinstated, under the
circumstances specified in the Rights Agreement, which include the concurrence
of at least a majority of the Disinterested Directors, if either (i) the Person
who became an Acquiring Person shall reduce, in one or a series of related
transactions not involving the Company or any Subsidiary or the occurrence of
any transaction which permits the exercise of the Flip-Over Right, its
Beneficial Ownership of the outstanding shares of Common Stock to less than 15%
of such outstanding shares or (ii) in connection with any transaction which
permits the exercise of the Flip-Over Right, which does not involve an
Interested Stockholder and in which all holders of the Common Stock are treated
the same.  Immediately after action by the Board directing the redemption of the
Rights, the option to exercise the Rights will terminate, and thereafter each
registered holder of the Rights will only be entitled to receive the Redemption
Price therefor.

                                      -6-

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EXCHANGE OF RIGHTS.

          At any time after any Person has become an Acquiring Person and prior
to the time that any Person (other than an Exempt Person), together with its
Affiliates and Associates, has become the Beneficial Owner of 50% or more of the
outstanding shares of Common Stock, the Board may direct that all or any part of
the outstanding Rights (other than Rights which have become void) be exchanged
for shares of Common Stock at the exchange rate of one share of Common Stock per
Right, adjusted to give effect to any Dilution Event. 

AMENDMENT OF THE RIGHTS AND THE RIGHTS AGREEMENT.

          Prior to the Distribution Date, the terms of the Rights and the Rights
Agreement may be supplemented or amended by the Board in any manner.  From and
after the Distribution Date, the Rights may be supplemented or amended by the
Board, without the approval of the holders of the Rights, in certain respects
which do not adversely affect, as determined by the Board (with the concurrence
of at least a majority of the Disinterested Directors), the interests of such
holders; PROVIDED, HOWEVER, that the Rights Agreement cannot be amended to
lengthen (i) any time period unless (A) such lengthening is approved by at least
a majority of the Disinterested Directors and (B) such lengthening is for the
benefit of the holders of the Rights or (ii) any time period relating to when
the Rights may be redeemed if at such time the Rights are not then redeemable.

MISCELLANEOUS.

          Until a Right is exercised, the holder thereof, as such, will have 
no rights as a stockholder of the Company, including, without limitation, the 
right to vote or to receive dividends.  

          A copy of the Rights Agreement has been filed as an Exhibit to this
Registration Statement.  A copy of the Rights Agreement is available free of
charge from the Company.  The foregoing summary description of the Rights does
not purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, which is hereby incorporated herein by reference.

                                      -7-

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Item 2.   EXHIBITS.


EXHIBIT 
NUMBER                 DESCRIPTION OF DOCUMENT
- -------                -----------------------
 4             Stockholders Rights Agreement dated as of March 28, 1996 between
               the Company and First Chicago Trust Company of New York, as
               Rights Agent, which includes the Form of the Certificate of
               Designations of the Series B Junior Participating Preferred Stock
               of the Company as EXHIBIT A, the Form of Rights Certificate as
               EXHIBIT B and the Summary of Rights to Purchase Shares of Series
               B Junior Participating Preferred Stock as EXHIBIT C.


                                      -8-

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                                    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, thereunto duly authorized.  




                                              CLARCOR Inc.


Date: March 29, 1996                          By: Lawrence E. Gloyd
                                                  ______________________________
                                                  Lawrence E. Gloyd         
                                                  Chairman and Chief 
                                                  Executive Officer   
                                                                 

                                      -9-

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                                  EXHIBIT INDEX


EXHIBIT
NUMBER                       DESCRIPTION OF DOCUMENT
- -------                      -----------------------
  4            Stockholders Rights Agreement dated as of March 28,
               1996 between the Company and First Chicago Trust
               Company of New York, as Rights Agent, which includes
               the Form of the Certificate of Designations of the
               Series B Junior Participating Preferred Stock of the
               Company as EXHIBIT A, the Form of Rights Certificate as
               EXHIBIT B and the Summary of Rights to Purchase Shares
               of Series B Junior Participating Preferred Stock as
               EXHIBIT C.

                                     -10-
