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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 24, 1997
REGISTRATION NO. 333-
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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 OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
150 NORTH ORANGE GROVE BOULEVARD
PASADENA, CALIFORNIA 91103
(626) 304-2000
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
__________
AVERY DENNISON CORPORATION
1996 STOCK INCENTIVE PLAN
__________
Copy to:
ROBERT G. VAN SCHOONENBERG, ESQ. LINDA H. EDWARDS, ESQ.
SENIOR VICE PRESIDENT LATHAM & WATKINS
AND GENERAL COUNSEL 633 WEST FIFTH STREET
AVERY DENNISON CORPORATION SUITE 4000
150 NORTH ORANGE GROVE BOULEVARD LOS ANGELES, CALIFORNIA 90071
PASADENA, CALIFORNIA 91103 (213) 485-1234
(626) 304-2000
(Name, Address, Including Zip Code,
and Telephone Number, Including Area Code,
of Agent for Service)
CALCULATION OF REGISTRATION FEE
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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(1) PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock, $1.00 par value........ 5,000,000 $ 34.9375 $193,441,800 $58,620
and
$40.34375
Preferred Share Purchase Rights (2)..
5,000,000 (2) (2) $100
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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 (1) the
exercise price per share ($34.9375) of outstanding options for 1,531,000
shares and (2) for the remaining 3,469,000 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 October 22, 1997.
(2) 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.
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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, 1996; and
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, 1996.
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
Not required to be described in this Registration Statement.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law provides that a
corporation shall have the power, and in some cases is required, to indemnify an
agent, including an officer or director, who was or is a party or is threatened
to be made a party to any proceedings, against certain expenses, judgments,
fines, settlements and other amounts under certain circumstances. Article VI of
the Registrant's Bylaws requires indemnification of the Registrant's officers
and directors to the maximum extent permitted by the Delaware General
Corporation Law, and the Registrant maintains insurance covering certain
liabilities of the directors
2
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and officers of the Registrant and its subsidiaries. The Registrant has also
entered into contractual arrangements with its directors and officers pursuant
to which such persons may be entitled to indemnity from the Registrant 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
(incorporated by reference to the Company's 1996 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 (included in the signature page of this
Registration Statement).
Item 9. Undertakings
(a) The undersigned 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 the 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 the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply to information contained in periodic reports filed 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.
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(b) The undersigned 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 Act 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 Act 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 23rd day of
October, 1997.
AVERY DENNISON CORPORATION
By: /s/ Thomas E. Miller
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Thomas E. Miller
Interim Chief Financial Officer
Vice President and Controller
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 Thomas E. Miller,
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.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Charles D. Miller Chairman and Chief October 23, 1997
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Charles D. Miller Executive Officer;
Director
/s/ Philip M. Neal President and Chief October 23, 1997
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Philip M. Neal Operating Officer;
Director
/s/ Thomas E. Miller Interim Chief Financial October 23, 1997
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Thomas E. Miller Officer, Vice President
and Controller
(Principal Financial and
Accounting Officer)
</TABLE>
S-1
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SIGNATURES (CONTINUED)
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Dwight L. Allison, Jr. Director October 23, 1997
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Dwight L. Allison, Jr.
/s/ John C. Argue Director October 23, 1997
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John C. Argue
/s/ Joan T. Bok Director October 23, 1997
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Joan T. Bok
/s/ Frank V. Cahouet Director October 23, 1997
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Frank V. Cahouet
/s/ Richard M. Ferry Director October 23, 1997
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Richard M. Ferry
/s/ Peter W. Mullin Director October 23, 1997
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Peter W. Mullin
/s/ Sidney R. Petersen Director October 23, 1997
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Sidney R. Petersen
/s/ John B. Slaughter Director October 23, 1997
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John B. Slaughter
</TABLE>
S-2
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EXHIBIT 5.1
[LETTERHEAD OF LATHAM & WATKINS]
October 24, 1997
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 5,000,000 shares of Common Stock, par value $1.00
per share (the "Shares"), to be sold by Avery Dennison Corporation (the
"Company") under The Avery Dennison Corporation 1996 Stock Incentive Plan (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 have been 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
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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, dated January 28, 1997, appearing on page 57 of the
Avery Dennison 1996 Annual Report to Shareholders and incorporated by reference
in the Annual Report on Form 10-K of Avery Dennison Corporation for the year
ended December 28, 1996, on our audits of the consolidated financial statements
of Avery Dennison Corporation; and of our report dated January 28, 1997,
appearing in the Annual Report on Form 10-K of Avery Dennison Corporation for
the year ended December 28, 1996, on our audits of the financial statement
schedules listed in the index on page S-1 of the Form 10-K.
Coopers & Lybrand L.L.P.
Los Angeles, California
October 24, 1997
