<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1994
Registration No. 33-
- --------------------------------------------------------------------------------
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 95-1492269
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
150 NORTH ORANGE GROVE BOULEVARD
PASADENA, CALIFORNIA 91103
(Address of Principal Executive Offices) (Zip Code)
------------------
THE 1990 STOCK OPTION AND INCENTIVE PLAN
FOR KEY EMPLOYEES OF AVERY DENNISON CORPORATION
THE 1988 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
FOR KEY EMPLOYEES OF AVERY DENNISON CORPORATION
THE AMENDED 1973 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN
FOR KEY EMPLOYEES OF AVERY DENNISON CORPORATION
------------------
Copy to:
ROBERT G. VAN SCHOONENBERG, ESQ. ROBERT A. KOENIG, ESQ.
VICE PRESIDENT, GENERAL COUNSEL LATHAM & WATKINS
AND SECRETARY 633 WEST FIFTH STREET
AVERY DENNISON CORPORATION SUITE 4000
150 NORTH ORANGE GROVE BOULEVARD LOS ANGELES, CALIFORNIA 90071
PASADENA, CALIFORNIA 91103 (213) 485-1234
(818) 304-2000
(Name, Address, Including Zip Code,
and Telephone Number, Including
Area Code, of Agent for Service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Proposed
Amount Proposed Maximum
of Shares Maximum Aggregate Amount of
Title of Each Class of to be Offering Price Offering Registration
Securities to be Registered Registered Per Share (2) Price Fee
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$1.00 par value (1) 2,750,000 $30.5625 $81,259,291.00 $28,021.00
and
$29.1875
Preferred Share
Purchase Rights (3) 2,750,000 (3) (3) $100.00
</TABLE>
(Cover continued on next page)
<PAGE>
(1) The 1990 Stock Option and Incentive Plan For Key Employees of Avery Dennison
Corporation (the "1990 Plan") authorizes the issuance of a maximum of
7,950,000 shares. However, 5,200,000 of the shares which may ultimately be
issued upon exercise of options have already been registered under the 1990
Plan, the 1988 Stock Option and Stock Appreciation Rights Plan for Key
Employees of Avery Dennison Corporation (the "1988 Plan") and the Amended
1973 Stock Option and Stock Appreciation Rights Plan for Key Employees of
Avery Dennison Corporation (the "1973 Plan") pursuant to Form S-8
Registration Statements Nos. 2-47617, 2-60937, 2-82207, 33-3637, 33-27275
and 33-41238. The 1973 Plan expired on March 31, 1988, and no further stock
options or stock appreciation rights may be granted under the 1988 Plan.
Only the 2,750,000 newly authorized shares under the 1990 Plan are being
newly registered hereunder, of which 722,666 are subject to presently
outstanding options.
(2) For purposes of computing the registration fee only. Pursuant to Rule
457(h), the Proposed Maximum Offering Price Per Share is based upon (1) the
exercise price per share ($30.5625) of outstanding options for 722,666
shares and (2) for the remaining 2,027,334 shares, 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 June 28, 1994.
(3) Rights are attached to and trade with Common Stock of the Company. The
value attributable to such Rights, if any, is reflected in the market price
of the Common Stock. Fee paid represents the minimum statutory fee pursuant
to Section 6(b) of the Securities Act of 1933.
2
<PAGE>
The contents of the Registration Statement on Form S-8 (Registration No.
33-41238) of Avery Dennison Corporation (the "Company") relating to 1,200,000
shares of the Company's Common Stock which may be issued under the 1990 Stock
Option and Incentive Plan for Key Employees of Avery Dennison Corporation, the
1988 Stock Option and Stock Appreciation Rights Plan for Key Employees of Avery
Dennison Corporation and the Amended 1973 Stock Option and Stock Appreciation
Rights Plan for Key Employees of Avery Dennison Corporation is incorporated by
reference herein in its entirety.
Item 8. Exhibits
3.2 Bylaws, as amended. Incorporated by reference to Exhibit 3.2 to
Registrant's 1992 Annual Report on Form 10-K.
4.9 Amendment No. 1 to 1990 Stock Option and Incentive Plan for Key
Employees of Avery Dennison Corporation (the "1990 Plan").
Incorporated by reference to Exhibit 10.19.3 to Registrant's
1993 Annual Report on Form 10-K.
4.10 Form of Non-Qualified Stock Option Agreement for use under the
1990 Plan. Incorporated by reference to Exhibit 10.19.1 to
Registrant's 1991 Annual Report on Form 10-K.
4.11 Form of Incentive Stock Option Agreement for use under the 1990
Plan. Incorporated by reference to Exhibit 10.19.2 to
Registrant's 1991 Annual Report on Form 10-K.
4.12 Form of Incentive Stock Option Agreement for use under the 1988
Stock Option and Stock Appreciation Rights Plan for Key
Employees of Avery Dennison Corporation. Incorporated by
reference to Exhibit 10.2.2 to Registrant's 1991 Annual Report
on Form 10-K.
5.1 Opinion of Latham & Watkins.
23.1 Consent of Coopers & Lybrand.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1).
24 Power of Attorney (page 4).
3
<PAGE>
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 30th day of
June, 1994.
AVERY DENNISON CORPORATION
By: /s/ R. GREGORY JENKINS
___________________________________
R. Gregory Jenkins
Senior Vice President, Finance
and Chief Financial Officer
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 Charles D. Miller, Philip M. Neal and R. Gregory
Jenkins, 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ CHARLES D. MILLER Chairman and Chief June 30, 1994
- ------------------------- Executive Officer;
Charles D. Miller Director
/s/ PHILIP M. NEAL President; Director June 30, 1994
- --------------------------
Philip M. Neal
/s/ R. GREGORY JENKINS Senior Vice President, June 30, 1994
- -------------------------- Finance and Chief
R. Gregory Jenkins Financial Officer
(Principal Financial
Officer)
/s/ THOMAS E. MILLER Vice President and June 30, 1994
- -------------------------- Controller (Principal
Thomas E. Miller Accounting Officer)
/s/ R. STANTON AVERY Founder and Chairman June 30, 1994
- -------------------------- Emeritus; Director
R. Stanton Avery
/s/ H. RUSSELL SMITH Chairman of the Executive June 30, 1994
- -------------------------- Committee; Director
H. Russell Smith
</TABLE>
4
<PAGE>
SIGNATURES (CONTINUED)
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ DWIGHT L. ALLISON, JR. Director June 30, 1994
- --------------------------
Dwight L. Allison, Jr.
/s/ JOHN C. ARGUE Director June 30, 1994
- --------------------------
John C. Argue
/s/ JOAN T. BOK Director June 30, 1994
- --------------------------
Joan T. Bok
/s/ FRANK V. CAHOUET Director June 30, 1994
- --------------------------
Frank V. Cahouet
/s/ F. DANIEL FROST Director June 30, 1994
- --------------------------
F. Daniel Frost
/s/ RICHARD M. FERRY Director June 30, 1994
- --------------------------
Richard M. Ferry
/s/ PETER W. MULLIN Director June 30, 1994
- --------------------------
Peter W. Mullin
/s/ SIDNEY R. PETERSEN Director June 30, 1994
- --------------------------
Sidney R. Petersen
/s/ JOHN B. SLAUGHTER Director June 30, 1994
- --------------------------
John B. Slaughter
/s/ LAWRENCE R. TOLLENAERE Director June 30, 1994
- --------------------------
Lawrence R. Tollenaere
</TABLE>
5
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF LATHAM & WATKINS]
June 30, 1994
Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103
Re: Avery Dennison Corporation Common Stock
par value $1.00 per share
---------------------------------------
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement"), which you intend to file with the Securities
and Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended, of an additional 2,750,000 shares of Common Stock, par
value $1.00 per share (the "Shares"), to be sold by Avery Dennison Corporation
(the "Company") under The 1990 Stock Option and Incentive Plan for Key Employees
of Avery Dennison Corporation, as amended (the "Plan"). We are familiar with
the proceedings undertaken in connection with the authorization, issuance and
sale of the Shares. Additionally, we have examined such questions of law and
fact as we have considered necessary or appropriate for purposes of this
opinion.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized, and upon the issuance of Shares under the terms of the
Plan and delivery and payment therefor of legal consideration in excess of the
aggregate par value of the Shares issued, such Shares 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,
LATHAM & WATKINS
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of our report, which includes an explanatory paragraph regarding the
Company's adoption of the provisions of the Financial Accounting Standards
Board's Statement of Financial Accounting Standards ("SFAS") No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions", SFAS
No. 109, "Accounting for Income Taxes" and SFAS No. 112, "Employers' Accounting
for Postemployment Benefits" during 1993, dated January 31, 1994, appearing on
page 53 of the Avery Dennison 1993 Annual Report to Shareholders and
incorporated by reference in the Annual Report on Form 10-K of Avery Dennison
Corporation for the year ended January 1, 1994, on our audits of the
consolidated financial statements of Avery Dennison Corporation; and of our
report dated January 31, 1994, appearing in the Annual Report on Form 10-K of
Avery Dennison Corporation for the year ended January 1, 1994, on our audits of
the financial statement schedules listed in the index on page S-1 of the Form
10-K.
Coopers & Lybrand
Los Angeles, California
July 1, 1994
