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): November 15, 2010
AVERY DENNISON CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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1 -7685
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95-1492269 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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150 North Orange Grove Boulevard
Pasadena, California
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91103 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (626) 304-2000
Not Applicable
(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))
Item 8.01
Other Events.
On
November 15, 2010, Avery Dennison Corporation, a Delaware corporation
(the “Company”), closed the remarketing of $109,351,000 aggregate principal
amount of the Company’s 5.350% Senior Notes due 2020 (the “Notes”) that form a component of the
Company’s Corporate HiMEDS Units. The remarketing was conducted
pursuant to a remarketing agreement, dated September 27, 2010 (the
“Remarketing Agreement”), between the Company and JPM
Securities LLC, as Remarketing Agent, a copy of which is attached hereto and is hereby filed. The Company
originally issued the Notes in 2007 pursuant to an indenture, dated as of November 20, 2007, as
supplemented by a first supplemental indenture, dated as of November 20, 2007 (as supplemented, the
“Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly
known as the Bank of New York Trust Company, N.A.), as Trustee.
The remarketing of the Notes was registered under an effective Registration Statement on Form S-3
(Registration No. 333-169954). In the remarketing, the Company purchased all of the Notes. Upon
closing of the remarketing, the Company tendered $109,351,000 aggregate
principal amount of the Notes, representing all such series issued under the Indenture that
remained outstanding, to the Trustee for cancellation, and the Notes were thereby cancelled and the
Indenture solely with respect to the Notes was satisfied and discharged.
On November 15, 2010, the Company issued an aggregate of 2,133,656 shares of its common stock, par
value $1.00 per share, to holders of outstanding Corporate HiMEDS Units in settlement of the
obligation of the holders to purchase shares of the Company’s common stock pursuant to the purchase
contract component of the Company’s Corporate HiMEDS Units. The Company received $109,351,000 in cash
proceeds (before giving effect to cash in lieu of fractional shares
that the Company paid to
such holders) for the shares of common stock, which offset in part the $109,624,378 purchase price
of the Notes.
Attached
hereto as exhibits are the Remarketing Agreement and the opinions relating to the remarketing of the
Notes and the issuance of common stock. The exhibits are expressly incorporated into the
Registration Statement on Form S-3, and any related amendments thereto, filed by the Company on
October 15, 2010.
Item 9.01 Financial Statements and Exhibits.
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| Exhibit |
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Exhibit Title |
1.1
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Remarketing Agreement, dated September 27, 2010, between the Company and the Remarketing Agent named therein. |
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5.1
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Opinion of Latham & Watkins LLP. |
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5.2
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Opinion of Latham & Watkins LLP. |
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23.1
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Consent of Latham & Watkins LLP (included in Exhibits 5.1 and 5.2). |