As filed with the Securities and Exchange Commission on May 14, 2010

Registration No. 333-               

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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
(Address of Principal Executive Offices)

AVERY DENNISON CORPORATION
EMPLOYEE SAVINGS PLAN, AMENDED AND RESTATED
(Full title of the plan)

		Copy to:
Susan C. Miller Senior Vice President and General Counsel Avery Dennison Corporation 150 North Orange Grove Boulevard Pasadena, California 91103 (626) 304-2000		J. Scott Hodgkins Latham & Watkins LLP 355 South Grand Avenue Los Angeles, California 90071 (213) 485-1234

(Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer x		Accelerated filer ¨
	Non-accelerated filer ¨ (Do not check if a smaller reporting company)		Smaller reporting company ¨

Proposed maximum

Proposed maximum

Amount of

Amount to be

offering price per

aggregate offering

registration

Title of securities to be registered

Registered

share (1)

price (1)

fee(2)

Common Stock, $1.00 par value per share to be issued under the Employee Savings Plan, amended and restated

2,000,000

$37.65

$

75,300,000.00

$

5,368.89

(1)		For purposes of computing the registration fee only. Pursuant to Rule 457(c) and (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 May 12, 2010.
(2)		Pursuant to Rule 457(p) under the Securities Act, a registration fee of $63,350 was paid with respect to securities available for issuance under a registration statement on Form S-3 (Registration No. 333-120239) filed by Avery Dennison Corporation on November 5, 2004. Pursuant to Rule 457(b) and 457(p), $22,373.85 of prepaid registration fees is presently available for offset. The $5,368.89 registration fee associated with this registration statement is hereby offset against the prepaid registration fees made in connection with the securities available for issuance under Registration No. 333-120239. Two separate S-8 registration statements, registering obligations in accordance with (i) the Avery Dennison Corporation 2005 Executive Variable Retirement Plan, Amended and Restated, and (ii) the Avery Dennison Corporation Stock Option Incentive Plan, Amended and Restated, have been filed on the same day as this registration statement and for purposes of applying the filing fee are deemed to have been filed prior to this filing. Since the prepaid registration fees completely offset the registration fee for this filing, no additional registration fee is being paid for this filing, and, following this filing, $17,004.96 will remain available for future offset under Registration No. 333-120239 against registration fees that would otherwise be payable.

 

 

EXPLANATORY NOTE

     Avery Dennison Corporation (the “Company”) is filing this registration statement pursuant to General Instruction E of Form S-8 (the “Registration Statement”) to register additional 2,000,000 shares of the Company’s common stock for matching contributions under the Company’s Employee Savings Plan, in accordance with the terms of the Savings Plan as previously approved by the Board on April 22, 2010. Such shares for matching contributions under the Company’s Savings Plan are additional securities of the same class as other securities for which a previous registration statement on Form S-8 was filed with the SEC on April 28, 1995 (File No. 33-58921). The information contained in the Registration Statements on Form S-8 originally filed by the Company with the Securities and Exchange Commission, File no. 33-58921, pursuant to the Securities Act of 1933, as amended, are incorporated by reference into this Registration Statement, except for the information presented in Part II, Item 3. Incorporation of Documents by Reference and Item 8. Exhibits.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed with the SEC by the Company 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 January 2, 2010;

b. The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010; and

c. The 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 November 14, 2007 (File No. 333-147369).

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 8. Exhibits

	4.1			Avery Dennison Corporation Employee Savings Plan, amended and restated (incorporated by reference to Exhibit 10.14 to the Company’s Form 10-Q, filed on May 12, 2010).
	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 in page S-1).

SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 13^th day of May, 2010.

     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 Dean A. Scarborough, Daniel R. O’Bryant, Mitchell R. Butier, Susan C. Miller and Richard P. Randall 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.

Name		Title		Date
/s/ Dean A. Scarborough   Dean A. Scarborough		Chairman, President and Chief Executive Officer		May 13, 2010
/s/ Daniel R. O’Bryant   Daniel R. O’Bryant		Executive Vice President, Finance and Chief Financial Officer		May 13, 2010
/s/ Mitchell R. Butier   Mitchell R. Butier		Corporate Vice President Global Finance and Chief Accounting Officer		May 13, 2010
/s/ Peter W. Mullin   Peter W. Mullin		Director		May 13, 2010
/s/ David E. I. Pyott   David E. I. Pyott		Director		May 13, 2010
/s/ Julia A. Stewart   Julia A. Stewart		Director		May 13, 2010
/s/ Peter K. Barker   Peter K. Barker		Director		May 13, 2010
/s/ John T. Cardis   John T. Cardis		Director		May 13, 2010
/s/ Rolf Borjesson   Rolf Borjesson		Director		May 13, 2010
/s/ Patrick T. Siewert   Patrick T. Siewert		Director		May 13, 2010
/s/ Ken C. Hicks   Ken C. Hicks		Director		May 13, 2010
/s/ Debra L. Reed   Debra L. Reed		Director		May 13, 2010
/s/ Bradley A. Alford   Bradley A. Alford		Director		May 13, 2010

EXHIBIT INDEX

EXHIBIT				DESCRIPTION
	4.1			Avery Dennison Corporation Employee Savings Plan, amended and restated (incorporated by reference to Exhibit 10.14 to the Company’s Form 10-Q, filed on May 12, 2010).
	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 in page S-1).

EXHIBIT 5.1

May 14, 2010

Avery Dennison Corporation
150 North Orange Grove Blvd.
Pasadena, California 91103

Re:		Registration Statement on Form S-8 for Avery Dennison Corporation Employee Savings Plan, Amended and Restated

Ladies and Gentlemen:

     We have acted as special counsel to Avery Dennison Corporation, a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 2,000,000 shares of common stock, $1.00 par value per share (the “Shares”), to be issued pursuant to the Company’s Employee Savings Plan, Amended and Restated (the “Plan”), pursuant to a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 14, 2010 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as to the validity of the Shares.

     As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.

     Subject to the foregoing, it is our opinion that, as of the date hereof, when certificates representing the Shares in the proper form have been signed by an authorized officer of the transfer agent and registrar therefor, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Plan, assuming in each case that the individual grants or awards under the Plan are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance

May 14, 2010
Page 2
 

 

therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable.

     This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,
 
/s/ Latham & Watkins LLP

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 26, 2010 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in the 2009 Annual Report to Shareholders, which is incorporated by reference in Avery Dennison Corporation’s Annual Report on Form 10-K for the year ended January 2, 2010. We also consent to the incorporation by reference of our report dated February 26, 2010 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K.

Los Angeles, California
May 12, 2010