As filed with the Securities and Exchange Commission on July 25, 2003

Registration No. 333-          

 

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

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AVERY DENNISON CORPORATION

(Exact name of Registrant as specified in its charter)

 

Delaware (State or other jurisdiction of incorporation or organization)

95-1492269 (I.R.S. Employer Identification No.)

 

150 North Orange Grove Boulevard

Pasadena, California 91103

(626) 304-2000

(Address, including ZIP code, and telephone number, including area code of Registrant’s principal executive offices)

 

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AVERY DENNISON CORPORATION

1996 STOCK INCENTIVE PLAN, AMENDED AND RESTATED

 

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Copies to:

 

Robert G. van Schoonenberg, Esq.
Executive Vice President,		Thomas W. Dobson, Esq.
General Counsel and Secretary		Latham & Watkins LLP
Avery Dennison Corporation		633 West Fifth Street
150 North Orange Grove Boulevard		Suite 4000
Pasadena, California 91103		Los Angeles, California 90071
(626) 304-2000		(213) 485-1234
(Name, address, including ZIP code, and telephone number, including area code, of agent for service)

 

CALCULATION OF REGISTRATION FEE

 

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Title of Securities to be Registered		Amount of Shares to be Registered		Proposed Maximum Offering Price Per Share(1)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, $1.00 par value (including the Preferred Share Purchase Rights)(2)		1,000,000		$52.16		$52,160,000		$4,219.74

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(1)

For purposes of computing the registration fee only. Pursuant to Rule 457(h), the Proposed Maximum Offering Price Per Share is based upon the average of the high and low prices for the Company’s Common Stock on the composite tape for the New York Stock Exchange on July 21, 2003.

(2)

The Rights are attached to and traded with the Common Stock of the Company. The value attributable to such Rights, if any, is reflected in the market price of the Common Stock.

 

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PART I

 

Item 1. Plan Information

 

Not required to be filed with this Registration Statement.

 

Item 2. Registrant Information and Employee Plan Annual Information

 

Not required to be filed with this Registration Statement.

 

PART II

 

Item 3. Incorporation of Documents by Reference

 

The following documents filed with the Commission by Avery Dennison Corporation, a Delaware corporation (the “Company” or the “Registrant”), are incorporated as of their respective dates in this Registration Statement by reference:

 

A. The Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2002;

 

B. All other reports filed by the Company pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 since December 28, 2002; and

 

C. Description of the Company’s Common Stock and the Preferred Share Purchase Rights contained in the Company’s Registration Statement on Form S-3 filed with the Commission on February 13, 2003 (No. 333-103204).

 

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, are incorporated by reference in this Registration Statement and are a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 4. Description of Securities

 

The Common Stock is registered pursuant to Section 12 of the Securities Exchange Act of 1934, and, therefore, the description of securities is incorporated by reference pursuant to Item 3 herein.

 

Item 5. Interests of Named Experts and Counsel

 

Not applicable.

 

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Item 6. Indemnification of Directors and Officers

 

Section 145 of the General Corporation Law of Delaware (the “DGCL”) empowers Avery Dennison Corporation (“Avery Dennison”) to indemnify, subject to the standards set forth therein, any person who is a party to any action in connection with any action, suit or proceeding brought or threatened by reason of the fact that the person was a director, officer, employee or agent of Avery Dennison, or is or was serving as such with respect to another entity at the request of Avery Dennison. The DGCL also provides that Avery Dennison may purchase insurance on behalf of any such director, officer, employee or agent. Article VI of our Bylaws provides that Avery Dennison will indemnify any person to whom, and to the fullest extent, indemnification may be required or permitted under Section 145 of the DGCL. We maintain insurance covering certain liabilities of our directors and officers. We have also entered into contractual arrangements with our directors and officers pursuant to which such persons may be entitled to indemnity from us against certain liabilities arising from the discharge of their duties in such capacities.

 

Item 7. Exemption from Registration Claimed

 

Not applicable.

 

Item 8. Exhibits

 

4.1		Avery Dennison Corporation 1996 Stock Incentive Plan, amended and restated (incorporated by reference to Exhibit 10.21.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2002).
5.1		Opinion of Latham & Watkins LLP.
23.1		Consent of PricewaterhouseCoopers LLP.
23.2		Consent of Latham & Watkins LLP (included in Exhibit 5.1).
24		Power of Attorney (included on page S-1).

 

Item 9. Undertakings

 

(a) The Registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

 

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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not apply to information contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

 

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pasadena, State of California, on this 25^th day of July, 2003.

 

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby authorizes Philip M. Neal, Dean A. Scarborough, Daniel R. O’Bryant and Michael A. Skovran, or any of them, as attorney-in-fact, with full power of substitution, to sign on his or her behalf, individually and in such capacity stated below, and to file any amendments, including post-effective amendments or supplements, to this Registration Statement.

 

Signature		Title		Date
/s/    PHILIP M. NEAL         Philip M. Neal		Chairman of the Board and Chief Executive Officer		July 25, 2003
/s/    DEAN A. SCARBOROUGH         Dean A. Scarborough		President and Chief Operating Officer, Director		July 25, 2003
/s/    DANIEL R. O’BRYANT         Daniel R. O’Bryant		Senior Vice President, Finance and Chief Financial Officer (Principal Financial Officer)		July 25, 2003
/s/    MICHAEL A. SKOVRAN         Michael A. Skovran		Vice President and Controller (Principal Accounting Officer)		July 25, 2003

 

S-1

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/s/    PETER K. BARKER         Peter K. Barker		Director		July 25, 2003
/s/    FRANK V. CAHOUET         Frank V. Cahouet		Director		July 25, 2003
/s/    RICHARD M. FERRY         Richard M. Ferry		Director		July 25, 2003
/s/    BRUCE E. KARATZ         Bruce E. Karatz		Director		July 25, 2003
/s/    KENT KRESA         Kent Kresa		Director		July 25, 2003
/s/    CHARLES D. MILLER         Charles D. Miller		Director		July 25, 2003
/s/    PETER W. MULLIN         Peter W. Mullin		Director		July 25, 2003
/s/    DAVID E. I. PYOTT         David E. I. Pyott		Director		July 25, 2003
/s/    JULIA A. STEWART         Julia A. Stewart		Director		July 25, 2003

 

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INDEX TO EXHIBITS

 

Exhibit		Description
4.1		Avery Dennison Corporation 1996 Stock Incentive Plan, amended and restated (incorporated by reference to Exhibit 10.21.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2002).
5.1		Opinion of Latham & Watkins LLP.
23.1		Consent of PricewaterhouseCoopers LLP.
23.2		Consent of Latham & Watkins LLP (included in Exhibit 5.1).
24		Power of Attorney (included on page S-1).

[LETTERHEAD OF LATHAM & WATKINS LLP]

 

July 25, 2003

 

Avery Dennison Corporation

150 North Orange Grove Boulevard

Pasadena, California 91103

 

Re:    Registration Statement on Form S-8 for Avery Dennison Corporation 1996

          Stock Incentive Plan, Amended and Restated

 

Ladies and Gentlemen:

 

In connection with the registration by Avery Dennison Corporation, a Delaware corporation (the “Company”), of 1,000,000 shares of common stock, par value $1.00 per share (the “Shares”) of the Company to be offered and sold pursuant to the 1996 Stock Incentive Plan, Amended and Restated (the “Plan”), under the Securities Act of 1933, as amended, on Form S-8 filed with the Securities and Exchange Commission on July 25, 2003 (the “Registration Statement”), you have requested our opinion set forth below.

 

In our capacity as your special counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the sale of the Shares, including their delivery from the Employee Stock Benefit Trust. In addition, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter.

 

We are opining herein as to the effect on the subject transaction only of the General Corporation Law of the State of Delaware, and we express no opinion with respect to the applicability thereto, or the effect thereon, of any other laws.

 

Subject to the foregoing, it is our opinion that as of the date hereof the Shares have been duly authorized by all necessary corporate action of the Company, and, upon delivery and payment for the Shares in the manner contemplated by the Registration Statement and in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

 

We consent to your filing this opinion as an exhibit to the Registration Statement.

 

Very truly yours,

 

/s/    LATHAM & WATKINS LLP

Exhibit 23.1

 

Consent of Independent Accountants

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 27, 2003 relating to the financial statements, which appears in the 2002 Annual Report to Shareholders of Avery Dennison Corporation, which is incorporated by reference in Avery Dennison Corporation’s Annual Report on Form 10-K for the year ended December 28, 2002. We also consent to the incorporation by reference of our report dated January 27, 2003 relating to the financial statement schedules, which appears in such Annual Report on Form 10-K.

 

/s/    PricewaterhouseCoopers LLP

 

Los Angeles, California

July 25, 2003