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
Date of Report (Date of Earliest Event Reported): February 25, 2005 (February 24, 2005)
AVERY DENNISON CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1 -7685 | 95-1492269 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 150 North Orange Grove Boulevard Pasadena, California |
91103 | |
| (Address of principal executive offices) | (Zip Code) |
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):
| ¨ | 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
(c) On February 24, 2005, the Board of Directors of the Company elected Dean A. Scarborough as President and Chief Executive Officer, effective as of May 1, 2005. Philip M. Neal will continue to serve as Chairman of the Board after Mr. Scarborough assumes his new position. The news release issued by the Company concerning these actions is attached hereto as Exhibit 99.1.
Since May 2000, Mr. Scarborough has been President and Chief Operating Officer of the Company. Since he joined the Company in 1984, Mr. Scarborough has held a series of progressively responsible management and executive positions.
Other information required by Item 5.02(c)(2) and (3) of Form 8-K in connection with Mr. Scarborough’s election is incorporated herein by reference to: (i) page 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended on December 27, 2003, filed with the Securities and Exchange Commission (“Commission”) on March 11, 2004; and (ii) page 15 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on March 10, 2004.
Section 9 – Financial Statement and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
| 99.1 | News release dated February 25, 2005 |
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: February 25, 2005
| AVERY DENNISON CORPORATION | ||
| By: | /s/ Robert G. van Schoonenberg | |
| Robert G. van Schoonenberg | ||
| Executive Vice President, General Counsel | ||
| and Secretary | ||
EXHIBIT 99.1
 |
News Release |
Miller Corporate Center
| 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 DEAN SCARBOROUGH
CHIEF EXECUTIVE OFFICER
PHILIP NEAL CONTINUES AS CHAIRMAN
PASADENA, Calif. – February 25, 2005 – Avery Dennison Corporation (NYSE:AVY) today announced that its board of directors has elected Dean A. Scarborough as president and chief executive officer, effective May 1, 2005.
Scarborough, 49, has been president and chief operating officer of Avery Dennison since 2000, reporting to Philip M. Neal, chairman and chief executive officer. Neal, 64, will continue to serve as chairman of the board of directors until May 1, 2006.
“Dean has demonstrated outstanding management abilities during the last five years as president and chief operating officer,” said Philip M. Neal, chairman and chief executive officer of Avery Dennison. “He has been instrumental in successfully executing the Company’s strategic plans and will provide the leadership that is vital to achieving our aggressive growth goals for the future. Dean is a highly talented executive with an in-depth knowledge of our diverse global operations. I am confident that the Company will be in excellent hands with Dean at the helm.”
Scarborough, as president and chief operating officer, led key initiatives to accelerate top-line growth, including the Company’s global Horizons program. He also directed the successful global implementation of Six Sigma productivity improvement efforts across the Company. Scarborough was responsible for the successful integration of operations resulting from several key strategic acquisitions, including RVL, a brand identification products supplier for the apparel and retail industries, and Jackstädt, a German-based pressure-sensitive materials manufacturer.
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During his 21 years with Avery Dennison, Scarborough has served in a variety of management, marketing and operations roles. He joined Avery Dennison in 1984 and worked in both marketing and operations roles in the Company’s retail information services business. In 1988, Scarborough moved to Avery Dennison’s pressure-sensitive roll materials business. He received the Company’s General Manager of the Year award in 1992 while serving as vice president and general manager of the North American roll materials operation.
In 1995, Scarborough was promoted to vice president and general manager of the Company’s European roll materials business. He moved to the Netherlands to manage that operation, returning to the U.S. in 1997 as group vice president of the North American and European roll materials business. In 1999, he was promoted to the position of group vice president for the worldwide roll materials business.
Scarborough earned a Bachelor of Arts degree in 1977 from Hiram College in Hiram, Ohio, and received an MBA degree in 1979 from the University of Chicago. He serves as a member of the board of trustees of Hiram College and the California Science Center Foundation. He also serves on the board of directors of the Los Angeles Area Chamber of Commerce.
Avery Dennison is a global leader in pressure-sensitive labeling materials, office products and retail tag, ticketing and branding systems. Based in Pasadena, Calif., Avery Dennison is a FORTUNE 500 company with 2004 sales of $5.3 billion. Avery Dennison employs approximately 21,400 individuals worldwide who apply the Company’s technologies to develop, manufacture and market a wide range of products for both consumer and industrial markets.
Products offered by Avery Dennison include Avery-brand office products and graphics imaging media, Fasson-brand self-adhesive materials, peel-and-stick postage stamps, reflective highway safety products, labels for a wide variety of automotive, industrial and durable goods applications, brand identification and supply chain management products for the retail and apparel industries, and specialty tapes and polymers.
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