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
September 29, 2004
Date of Report
Commission File Number - 1-7685
AVERY DENNISON CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 95-1492269 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
150 North Orange Grove Boulevard
Pasadena, California 91103
(Address of principal executive offices)
(626) 304-2000
(Registrant’s Telephone Number)
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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On September 28, 2004, Avery Dennison Corporation (the “Company”) issued a news release announcing that John T. Cardis has been elected as a director of the Company effective as of October 1, 2004. Mr. Cardis was also named as a member of the Strategic Planning Committee of the Board of Directors. A copy of the aforementioned news release is attached as Exhibit 99.1 hereto.
Item 5.03 Amendment to Bylaws
Effective September 23, 2004, the Board of Directors amended Section 2 of Article III of the Company’s Bylaws to increase the size of the Board of Directors from 11 to 12.
The text of the amended Section 2 of Article III of the Bylaws is attached as Exhibit 3.2.1 hereto.
Section 9 – Financial Statement and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
| Exhibit No. |
Description | |
| 3.2.1 | Amended Section 2 of Article III of the Bylaws | |
| 99.1 | News release dated September 28, 2004. | |
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.
Dated: September 29, 2004
| AVERY DENNISON CORPORATION | ||
| By: | /s/ Daniel R. O’Bryant | |
| Name: | Daniel R. O’Bryant | |
| Title: | Senior Vice President, Finance | |
| and Chief Financial Officer | ||
Exhibit 3.2.1
Article III — Directors
Section 2. Number and Qualification of Directors.
The number of directors of the corporation shall be twelve (12) until changed by a bylaw amending this Section 2, duly adopted by the board of directors or by the stockholders.
EXHIBIT 99.1
| Media Relations: | For Immediate Release | |
| Charles E. Coleman (626) 304-2014 | ||
| communications@averydennison.com | ||
| Investor Relations: | ||
| Cynthia S. Guenther (626) 304-2204 | ||
| investorcom@averydennison.com | ||
AVERY DENNISON ELECTS
JOHN CARDIS NEW DIRECTOR
PASADENA, Calif. – September 28, 2004 – Avery Dennison Corporation (NYSE:AVY) today announced that its board of directors has elected John T. Cardis as a director of the Company, effective October 1, 2004.
Cardis, 63, recently retired as partner of Deloitte & Touche USA LLP on May 29, 2004. Deloitte & Touche provides audit, tax, consulting, and financial advisory services to corporations and public institutions throughout the world. Deloitte & Touche USA LLP is the U.S. member firm of Deloitte Touche Tohmatsu.
“John Cardis is an outstanding addition to our board of directors,” said Philip M. Neal, chairman and chief executive officer of Avery Dennison. “Over the years, John has worked closely with audit committees, senior management and the boards of many global corporations. His many years of leadership and management experience at one of the largest professional services firms in the country will be valuable to Avery Dennison.”
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Cardis has more than 40 years of experience in finance, accounting and corporate governance. While at Deloitte & Touche, he was National Managing Partner – Global Strategic Clients, responsible for overseeing and directing services to many of the firm’s largest clients. He also served on the executive committee of Deloitte & Touche for 15 years and was a member of its board of directors for eight years. Cardis currently serves on the board of directors of Edwards Lifesciences Corporation.
He is actively involved in a variety of nonprofit and community organizations including serving as a member of Los Angeles Business Advisors and on the board of trustees at Marian College. Cardis was chairman of the board of United Way of Greater Los Angeles and the Los Angeles Council of the Boy Scouts of America. He has served on the boards of the Los Angeles Area Chamber of Commerce, Occidental College and Town Hall Los Angeles.
Cardis has been honored by numerous community and charitable organizations, including the American Heart Association, the American Jewish Committee, the Boy Scouts of America and the University of Southern California Dickens Project.
Cardis earned a bachelor’s degree in accounting from Marian College in Indianapolis. In 2003, he received an honorary doctorate degree in public service from Marian College. Cardis also completed the Harvard University Graduate School of Business Advanced Management Program.
Avery Dennison is a global leader in pressure-sensitive technology and innovative self-adhesive solutions for consumer products and label materials. Based
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in Pasadena, Calif., the Company had 2003 sales of $4.8 billion. Avery Dennison develops, manufactures and markets a wide range of products for consumer and industrial markets, including Avery-brand office products and graphics imaging media, Fasson-brand self-adhesive materials, peel-and-stick postage stamps, reflective highway safety products, automated retail tag, labeling and branding systems, and specialty tapes and polymers.
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