UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

October 3, 2012

Date of Report

AVERY DENNISON CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code  (626) 304-2000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1—Registrant’s Business and Operations

Item 1.02               Termination of a Material Definitive Agreement.

On December 30, 2011, Avery Dennison Corporation, a Delaware corporation (the “Company”), and 3M Company, a Delaware corporation (“3M”), entered into a Purchase Agreement, dated as of December 21, 2011 (the “Purchase Agreement”), pursuant to which, upon the terms and subject to the conditions set forth in the Purchase Agreement, 3M and certain of its subsidiaries agreed to purchase from the Company and certain of its wholly-owned subsidiaries (collectively, “Sellers”) all of the capital stock of certain wholly-owned subsidiaries of the Company and certain assets of the Sellers, and assume certain liabilities of Sellers, which collectively constitute the Company’s Office and Consumer Products business, for a total purchase price of $550 million in cash, subject to certain post-closing adjustments (the “Transaction”).

On October 3, 2012, the Company and 3M entered into the Agreement to Terminate Purchase Agreement (the “Termination Agreement”), pursuant to which the Company and 3M mutually agreed to terminate in their entirety all further obligations of the parties under the Purchase Agreement, provided that the provisions of Article 11 of the Purchase Agreement and the Confidentiality Agreement (as defined in the Purchase Agreement) survive the termination in accordance with Section 10.2 of the Purchase Agreement.  This description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the Termination Agreement attached as Exhibit 10.1 and incorporated herein by reference.

Section 8—Other Events

Item 8.01               Other Events.

On October 3, 2012, the Company issued a press release announcing the termination of the Purchase Agreement.  A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.  The press release is also available on the Company’s website at www.investors.averydennison.com.

Section 9—Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995

Certain statements contained in this report on Form 8-K and Exhibit 99.1 are “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995.  These forward-looking statements and financial or other business targets are subject to certain risks and uncertainties. Actual results and trends may differ materially from historical or anticipated results depending on a variety of factors, including but not limited to risks and uncertainties relating to the following: fluctuations in demand affecting sales to customers; the financial condition and inventory strategies of customers; changes in customer order patterns; worldwide and local economic conditions; fluctuations in cost and availability of raw materials; ability of the company to generate sustained productivity improvement; ability of the company to achieve and sustain targeted cost reductions; impact of competitive products and pricing; loss of significant contract(s) or customer(s); collection of receivables from customers; selling prices; business mix shift; changes in tax laws and regulations, and uncertainties associated with interpretations of such laws and regulations; outcome of tax audits; timely development and market acceptance of new products, including sustainable or sustainably-sourced products; investment in development activities and new production facilities; fluctuations in foreign currency exchange rates and other risks associated with foreign operations; integration of acquisitions and completion of pending dispositions; amounts of future dividends and share repurchases; customer and supplier concentrations; successful implementation of new manufacturing technologies and installation of manufacturing equipment; disruptions in information technology systems; successful installation of new or upgraded information technology systems; volatility of financial markets; impairment of capitalized assets, including goodwill and other intangibles; credit risks; ability of the company to obtain adequate financing arrangements and maintain access to capital; fluctuations in interest and tax rates; fluctuations in pension, insurance and employee benefit costs; impact of legal and regulatory proceedings, including with respect to environmental, health and safety; changes in governmental laws and regulations; changes in political conditions; impact of epidemiological events on the economy and the company’s customers and suppliers; acts of war, terrorism, and natural disasters; and other factors.

The Company believes that the most significant risk factors that could affect its financial performance in the near-term include (1) the impact of economic conditions on underlying demand for the Company’s products; (2) the degree to which higher costs can be offset with productivity measures and/or passed on to customers through selling price increases, without a significant loss of volume; and (3) competitors’ actions, including pricing, expansion in key markets, and product offerings.

For a more detailed discussion of these and other factors, see Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Results of Operations and Financial Condition” in the Company’s 2011 Form 10-K, filed on February 27, 2012 with the Securities and Exchange Commission, and subsequent quarterly reports on Form 10-Q. The forward-looking statements included in this Form 8-K are made only as of the date of this Form 8-K, and the Company undertakes no obligation to update these statements to reflect subsequent events or circumstances.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit 10.1

AGREEMENT TO TERMINATE PURCHASE AGREEMENT

This AGREEMENT TO TERMINATE PURCHASE AGREEMENT (this “Termination Agreement”) is entered into as of October 3, 2012 by and among 3M Company, a Delaware corporation (the “Buyer Parent”), and Avery Dennison Corporation, a Delaware corporation (“Parent”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Purchase Agreement (as defined below).

RECITALS

WHEREAS, Buyer Parent, Parent and certain subsidiaries of Parent are parties to that certain Purchase Agreement, dated as of December 21, 2011 (as amended, the “Purchase Agreement”);

WHEREAS, pursuant to Section 10.1(a) of the Purchase Agreement, the Purchase Agreement may be terminated at any time prior to the Closing by mutual agreement of Buyer Parent and Parent; and

WHEREAS, Buyer Parent and Parent have mutually agreed to terminate the Purchase Agreement pursuant to Section 10.1(a) and the terms of this Termination Agreement.

AGREEMENT

In consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Buyer Parent and Parent each agree as follows:

1.             Termination. Effective upon the execution of this Termination Agreement by each of the parties hereto, pursuant to Section 10.1(a) of the Purchase Agreement, all further obligations of the parties under the Purchase Agreement will be terminated in their entirety and the Purchase Agreement shall be of no further force and effect; provided, that the provisions of Article 11 of the Purchase Agreement and the Confidentiality Agreement shall survive such termination in accordance with Section 10.2 of the Purchase Agreement.

2.             Severability. If any term or other provision of this Termination Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms or other provisions of this Termination Agreement shall nevertheless remain in full force and effect.

3.             Governing Law.  This Termination Agreement (and any claim or controversy arising out of or relating to this Termination Agreement) shall be governed by the laws of the State of Delaware without regard to conflict of law principles that would result in the application of any Law other than the laws of the State of Delaware.

4.             Counterparts.  This Termination Agreement may be executed in one or more counterparts (including by facsimile, .pdf or email), each of which when executed shall be deemed an original and all of which together shall constitute one and the same instrument.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Termination Agreement to be duly executed on their respective behalf, by their respective officers thereunto duly authorized all as of the day and year first above written.

[Signature Page to Termination Agreement]

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Exhibit 99.1

Miller Corporate Center

AVERY DENNISON AND 3M

TERMINATE AGREEMENT FOR SALE OF

OFFICE AND CONSUMER PRODUCTS BUSINESS

PASADENA, Calif., Oct. 3, 2012 — Avery Dennison Corporation (NYSE:AVY) and 3M Company (NYSE:MMM) have terminated the definitive agreement under which 3M would have purchased Avery Dennison’s Office and Consumer Products business, the two companies announced today.

Avery Dennison will continue to pursue a divestiture of the Office and Consumer Products business.

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About Avery Dennison

Avery Dennison (NYSE:AVY) is a global leader in labeling and packaging materials and solutions. The company’s applications and technologies are an integral part of products used in every major market and industry. With operations in more than 50 countries and 30,000 employees worldwide, Avery Dennison serves customers with insights and innovations that help make brands more inspiring and the world more intelligent. Headquartered in Pasadena, California, the company reported sales from continuing operations of $6 billion in 2011.  Learn more at www.averydennison.com.

Contacts:

Media Relations:

David Frail (626) 304-2014

David.Frail@averydennison.com

Investor Relations:

Eric M. Leeds (626) 304-2029

investorcom@averydennison.com